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[ovnabiJj  Cdusoru  mp&hA 


A  SELECTIVE  MICROFILM  EDITION 

PART  III 
(1887-1898) 


Thomas  E.  Jeffrey 
Microfilm  Editor 


Gregory  Field 
Theresa  M.  Collins 
David  W.  Hutchings 
Lisa  Gitclman 
Leonard  DcGraaf 
Dennis  D.  Madden 


Mary  Ann  Hellrlgel 
Paul  B.  Israel 
Robert  A.  Rosenberg 
Karen  A.  Detig 
Gregory  Jankunls 
Douglas  G.  Tarr 


Reese  V.  Jenkins 
Director  and  Editor 


Sponsors 

Rutgers,  The  State  University  of  New  Jersey 
National  Park  Service,  Edison  National  Historic  Site 
New  Jersey  Historical  Commission 
Smithsonian  Institution 


University  Publications  of  America 
Bethesda,  Maryland 
1993 


THOMAS  A.  EDISON  PAPERS 


Reese  V.  Jenkins 
Director  and  Editor 

Thomas  E.  Jeffrey 
Associate  Director  and  Microfilm  Editor 

Robert  A.  Rosenberg 
Managing  Editor,  Book  Edition 

Helen  Endick 

Assistant  Director  for  Administration 


Associate  Editor 
Paul  B.  Israel 

Research  Associates 
Theresa  M.  Collins 
David  W.  Hutchings 
Karen  A.  Detig 


Assistant  Editors 
KclthAuNlcr 
Grcgory  Field 
Lisa  Gitclman 
Martha  J.  King 

Secretary 

Grace  Kurkowski 


Gregory  Jankunis 


Student  Assistant 
Bethany  Jankunis 


BOARD  OF  SPONSORS 


Rutgers,  The  State  University  of 
New  Jersey 

Francis  L.  Lawrence 
Joseph  J.  Seneca 
Richard  F.  Foley 
Rudolph  M.  Beil 

New  Jersey  Historical  Commission 
Howard  L.  Green 


National  Park  Service 
John  Maounis 
Maryanne  Gerbauckas 
Nancy  Waters 
George  Tselos 
Smithsonian  Institution 
Bernard  Finn 
Arthur  P.  Molella 


EDITORIAL  ADVISORY  BOARD 

James  Brittain,  Georgia  Institute  of  Technology 
Alfred  D.  Chandler,  Jr.,  Harvard  University 
Neil  Harris,  University  of  Chicago 
Thomas  Parke  Hughes,  University  of  Pennsylvania 
Arthur  Link,  Princeton  University 
Nathan  Reingold,  Smithsonian  Institution 
Robert  E.  Schofield,  Iowa  State  University 


CORPORATE  ASSOCIATES 

William  C.  Hittinger  (Chairman),  RCA  Corporation 
Edward  J.  Bioustein,  Rutgers,  The  State  University  of  New  Jersey  * 
Cees  Bruynes,  North  American  Philips  Corporation 
Paul  J.  Christiansen,  Charles  Edison  Fund 
Philip  F.  Dietz,  Westinghouse  Electric  Cotporation 
Roland  W.  Schmitt,  General  Electric  Corporation 
Harold  W.  Sonn,  Public  Service  Electric  and  Gas  Company 


FINANCIAL  CONTRIBUTORS 


PRIVATE  FOUNDATIONS 

The  Alfred  P.  Sloan  Foundation 
Charles  Edison  Fund 
The  Hyde  and  Watson  Foundation 
Geraldine  R.  Dodge  Foundation 


PUBLIC  FOUNDATIONS 

National  Science  Foundation 
National  Endowment  for  the  Humanities 
National  Historical  Publications  and 
Records  Commission 


PRIVATE  CORPORATIONS  AND  INDIVIDUALS 


Alabama  Power  Company 
Amerada  Hess  Corporation 
Anonymous 
AT&T 

Atlantic  Electric 

Association  of  Edison  Illuminating 
Companies,  Inc. 

Battelie  Memorial  Institute 
The  Boston  Edison  Foundation 
Cabot  Corporation  Foundation,  Inc. 
Carolina  Power  &  Light  Company 
Consolidated  Edison  Company  of 
New  York,  Inc. 

Consumers  Power  Company 
Coming  Glass  Works  Foundation. 
Duke  Power  Company 
Entergy  Corporation  (Middle  South 
Electric  Systems) 

Exxon  Corporation 
Florida  Power  &  Light  Company 
General  Electric  Foundation 
Gould  Inc.  Foundation 
Gulf  States  Utilities  Company 
Idaho  Power  Company 
International  Brotherhood  of  Electrical 
Workers 

Iowa  Power  and  Light  Company 


Mr.  and  Mrs.  Stanley  H.  Katz 
Matsushita  Electric  Industrial  Co.,  Ltd. 
McGraw-Edison  Company 
Minnesota  Power 
New  Jersey  Bell 
New  York  State  Electric  &  Gas 
Corporation 

North  American  Philips  Corporation 
Philadelphia  Electric  Company 
Philips  International  B.V. 

Public  Service  Electric  and  Gas 
Company 
RCA  Corporation 
Robert  Bosch  GmbH 
Rochester  Gas  and  Electric 
Corporation 

San  Diego  Gas  &  Electric 
Savannah  Electric  and  Power  Company 
Schering-Plough  Foundation 
Texas  Utilities  Company 
Thomas  &  Betts  Corporation 
Thomson  Grand  Public 
Transamerica  Delaval  Inc. 
Westinghouse  Educational  Foundation 
Wisconsin  Public  Service 
Corporation 


A  Note  on  the  Sources 

The  pages  which  have  been 
filmed  are  the  best  copies 
available.  Every  technical 
effort  possible  has  been 
made  to  ensure  legibility. 


PUBLICATION  AND  MICROFILM 
COPYING  RESTRICTIONS 

Reel  duplication  of  the  whole  or  of 
any  part  of  this  film  is  prohibited. 
In  lieu  of  transcripts,  however, 
enlarged  photocopies  of  selected 
items  contained  on  these  reels 
may  be  made  in  order  to  facilitate 
research. 


LEGAL  SERIES 

The  Legal  Series  consists  primarily  of  agreements  and  other  legal 
documents,  along  with  some  related  items  such  as  correspondence,  financial 
documents,  and  litigation  records.  The  documents  appear  in  three  subseries: 
(1)  Hariy  F.  Miller  File;  (2)  Richard  W.  Kellow  File;  and  (3)  Miscellaneous 
Legal  File. 

The  first  two  files  were  maintained  by  Edison’s  secretaries  or  by  officials 
in  his  companies.  The  Miscellaneous  Legal  File  contains  documents  of  a 
similar  character,  not  part  of  any  formal  legal  file,  which  have  been  gathered 
and  organized  as  part  of  the  files  of  the  Legal  Department  of  Thomas  A. 
Edison,  Inc. 

Hariy  F.  Miller  began  his  association  with  the  Edison  laboratory  in  1888 
in  the  office  of  John  F.  Randolph.  In  1908  he  succeeded  Randolph  as  Edison’s 
private  secretary.  Miller  also  served  as  an  official  in  several  Edison  companies, 
including  the  National  Phonograph  Co.  and  Thomas  A.  Edison,  Inc.  Most  of 
the  documents  in  the  Miller  File  date  from  the  nineteenth  century. 

On  the  other  hand,  the  majority  of  items  in  the  Richard  W.  Kellow  File 
were  generated  during  the  first  three  decades  of  the  twentieth  century.  For 
much  of  this  period,  Kellow  served  as  secretary  of  Thomas  A.  Edison,  Personal 
Interests,  which  was  a  division  of  Thomas  A.  Edison,  Inc.  The  few  significant 
documents  in  the  Kellow  File  that  relate  to  the  period  1887-1898  have  been 
filmed,  along  with  other  important  items  from  the  period  1879-1886. 

It  is  not  uncommon  for  multiple  copies  or  variant  versions  of  the  same 
document  to  appear  in  both  the  Harry  F.  Miller  File  and  the  Miscellaneous 
Legal  File.  Occasionally,  multiple  copies  or  variants  can  also  be  found  within 
a  particular  file.  In  addition,  many  agreements  and  other  legal  documents  were 
subsequently  reproduced  as  exhibits  in  court  cases  (see  Litigation  Series).  For 
most  legal  documents,  the  signed  original  (if  available)  has  been  filmed.  If  a 
signed  original  cannot  be  found,  the  copy  that  most  closely  approximates  the 
final  document  (generally  the  court  exhibit)  has  been  filmed.  Drafts  have  also 
been  filmed  whenever  they  are  in  Edison’s  hand  and  in  cases  where  there  are 
significant  variations  between  a  draft  and  the  final  document. 

Documents  of  a  legal  or  quasi-legal  nature  also  appear  in  numerous 
other  series  on  the  microfilm.  Memoranda  by  Edison  regarding  proposed 


contracts,  along  with  drafts  in  his  hand  that  possibly  were  never  drawn  up  into 
formal  agreements,  are  filed  in  the  Document  File.  Correspondence  between 
Edison  and  his  attorneys  can  also  be  found  in  the  Document  File  and  in  the 
Letterbook  Series.  A  number  of  agreements  and  other  legal  documents 
involving  Edison  and  members  of  his  family  appear  in  the  Family  Records 
Series.  Agreements  and  other  legal  documents  relating  to  the  New  Jersey  and 
Pennsylvania  Concentrating  Works  and  to  other  Edison  companies  appear  in 
the  Company  Records  Series.  Records  pertaining  to  the  law  practice  of 
Edison’s  attorney,  Alexander  Elliott,  Jr.,  can  be  found  in  the  Alexander  Elliott, 
Jr.,  Papers  (Special  Collections  Series). 


HARRY  F.  MILLER  FILE 


The  documents  in  this  file  cover  the  years  1870-1929,  but  the  major 
portion  dates  from  the  nineteenth  centuiy.  The  documents  were  originally  filed 
in  122  envelopes.  These  envelopes  were  arranged  in  neither  chronological  nor 
topical  order;  the  items  within  the  individual  envelopes  also  lacked 
chronological  or  topical  organization.  The  documents  were  subsequently 
rearranged  in  chronological  order. 

The  material  for  the  years  1887-1898  consists  primarily  of  contracts  and 
agreements,  assignments  and  licenses,  powers  of  attorney,  deeds,  bonds, 
mortgages,  and  other  legal  documents.  Often  these  items  are  in  the  form  of 
drafts  or  fair  copies.  Included  also  are  correspondence,  often  from  attorneys; 
occasional  caveats  and  other  patent-related  documents;  financial  documents 
such  as  bank  notes,  stock  certificates,  accounts,  bills,  and  receipts;  and  various 
company  records,  such  as  minutes  of  meetings,  reports,  and  memoranda.  In 
addition,  there  are  occasional  affidavits,  transcripts  of  testimony,  and  other 
litigation  records. 

The  documents  relate  primarily  to  electric  lighting,  the  phonograph,  ore 
milling,  electric  traction,  and  telegraphy.  There  are  many  items  pertaining  to 
the  Edison  Ore  Milling  Co.,  the  New  Jersey  and  Pennsylvania  Concentrating 
Works,  the  Edison  United  Phonograph  Co.,  the  North  American  Phonograph 
Co.,  the  Edison  General  Electric  Co.,  and  other  Edison  companies.  Among  the 
documents  for  1889  are  testimony  and  other  litigation  records  relating  to 
Edison’s  controversy  with  Ezra  T.  Gilliland  and  John  C.  Tomlinson.  Family- 
related  legal  items,  especially  regarding  Thomas  A.  Edison,  Jr.,  are  also 
included. 

Approximately  70  percent  of  the  documents  for  the  years  1887-1898  have 
been  filmed.  Many  of  the  unfilmed  items  are  duplicates  or  variant  versions  of 
other  documents  in  the  Miller  File  or  elsewhere.  Some  documents  were  not 
filmed  because  they  merely  duplicate  the  information  in  selected  material. 
There  is  also  a  substantial  amount  of  unfilmed  material  relating  to  the 
personal  finances  and  business  enterprises  of  Alfred  O.  Tate  and  Harry  F. 
Miller.  Other  categories  of  documents  not  filmed  include:  agreements  and 
correspondence  with  users  of  the  Edison  Phonoplex  System  of  Telegraphy; 
other  contracts  and  agreements  not  involving  Edison  or  his  interests;  leases  on 
mining  properties  and  other  routine  property  documents;  deeds  of  release  and 
other  routine  items  relating  to  the  New  Jersey  and  Pennsylvania  Concentrating 


Works  and  the  law  practice  of  Alexander  Elliott,  Jr.;  routine  proxies  and 
powers  of  attorney;  letters  regarding  ore  samples  sent  to  Edison;  routine  items 
pertaining  to  stock  holdings,  stock  transfers,  and  other  financial  matters; 
receipts  for  taxes  paid  on  foreign  patents;  other  routine  receipts;  printed 
patents;  boiler  inspection  reports,  telephone  service  contracts  with  the  New 
York  &  New  Jersey  Telephone  Co.,  and  other  routine  items  relating  to  the 
West  Orange  laboratory  or  Glenmont;  letters  of  transmittal  without  enclosures; 
and  other  non-substantive  letters.  Also  not  filmed  are  the  brief  summary  sheets 
accompanying  each  envelope  and  the  envelopes  themselves. 


HARRY  F.  MILLER  FILE 


1887 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


A3STRA0T  OF  II  I  H 


-  0  g  - 

ALL  that  tract  or  parcel  of  land,  and  premises 
situate  in  West  Orange  in  the  County  of  Essex  and  State  of 
New  Jersey, to  wit  BEGINNING  at  the  Northeasterly 

corner  of  Valley  Road  and  Lakeside  Avenue,  thence  along 
said  Lakeside  Avenue  Easterly  four  hundred  and  fifty  (450) 
feet  ;  thence  at  right  angles  with  Lakeside  Avenue  Northerly 
two  hundred  and  four  feet  and  forty  hundredths  of  a  foot 
204.40  ft.)  ;  thence  along  the  rear  line  of  lots  fronting 
on  Alden  Street  Northwesterly  four  hundred  and  fifty-two 
feet  and  thirty-nine  hundredths  of  a  foot  (452.39  ft.)  to 
the  Easterly  side  of  Valley  Road  ;  thenc e  along  the  same 
Southwesterly  one  hundred  and  ninety-two  feet  and  fifty- 
eight  hundredths  of  a  foot  to  the  BEGINNING,  Being  lots  1 
to  9  inclusive  in  Block  P.  on  Map  No.l  of  Property  of 
D.N.  Ropes. 


1 


:cc 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


ttOMXy  a*  &&>. 

:■  (2t.  aJxtLi&nls  (^2e4^~  /<•  * 

cbetcuix)-  ^er^^uoy  46.  my. 

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..  JtLoiyT  Otctfunl^y-  ^vttev^  t~*-  au/  ■&), 

|i  jltuHcTck  cu/ ^4^,,/r' 


It  j2ijz*-rf~  g^—  j 

,eu*A^cJ~  /&_  /4^yw^yf  ’j/jiJld  if-  £'&/'  as ytrtT C&uj~£ j/ha-M  j 

j£i  6tb.  - 


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€5*^-r<'^a^^ —  ^  £%eS'*^/j%.  iSJ.jk.na, 


jj  £&4Czcs@rviMs£py~*S'f,  £$ ,  &d(c&A<nL.  ,  7^* 

!|  Ct/l&^y  Z$ y^-tufts  &Ca»uA*ie{)  tudaoto  &  /■ 

l/l£*vyt&  ^uT^^tiA^sa^p- 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


■0. 


% 

.  £6Jo<rx^  ''  '2ke,'i/'  /gSC.  ~£  j 

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'9tu*rf<r J^o/'  dciwjy- f  • 

(iff C^^n/U&nx — >-<,  /<&&, 

:  c (rficrm-ad  6L,  &£i4cta^  *  $c/ry£,  /<8ty,  &  <k£%?fy  /&!y. 

^d-t/~tffe.  Uu^£-X4*>  /yC<ZSVtD’<^ 

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idttccJ  a* 


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$(un 'iA,iuJ  (I/  SJxiffi^ciyH(ly 

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.C sMo-it^tUji, 

L  -  _  j 

^i^-eUalikb..  ^|<$Uwu«!^.... ... .  1 

pf&lfVutloMUM  -Aiuf  1'h'lM) . 

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■" '  n  /  n.  _  • 

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'Sm^AcumIv  Jtfuii 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


c_ 


"  "  ~  ~  'Tb'/fc 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


/,  BENJAMIN  F.  LEE,  Clerk  of  the  Supreme  Court  of  the  State  of  New  Jersey ,  !.. 

Iicrcbji  tcriijjg,  that  I  have  searched  the  records  of  said  Court,  and  do  not  find  made  up 
of  record  or  docketed  therein,  any  Judgment,  Attachment,  or  Decree  from  Chancery 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


States,  *n</  j&i  ^  District  of  New  Jersey , 

</*™Sqfa***Ay* 


yfC-^o  Oo^y- 

- S&&Z& 


Y6&7 


. CLERK. 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST 


ORANGE  PROPERTY] 


«  m  mkft  m. 

##*■*■*  '  %€t9 


District  of  fgl 


I,  S.  Duncan  Oumiant,  dork  of  the  Circuit  Court  of  tho  United  States  in  and  for  the  District  oi 
New  Jersey,  in  the  Third  Circuit,  do  hereby  certify  that  1  have  searched  the  Records  of  the  said  Court, 
and  that  I  do  not  find  remaining  or  unsatisfied  of  record,  any  Judgment,  Decree,  or  other  Lion,  against 


eighty - 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


[ATTACHMENT] 


$th,te  of . .  ) 

doilljtv^  of. . . '  .  j  SS‘ 

&d4-<?X'yv- -  °f  ^,e  bttrurpu}  Jlf£>  />■£  ^Zk^CfsO.  Stated 

being  duly  sworn,  says  that  jfib. - - -  //  the  Mortgagor  to 

Site  Wfaturt  SCift  g/ngurit»cc  ffmmmmi  of  H«v  qiorlt,  to  secure  a  loan  of  $  <£<rrrv  - 

by  (Bond  and  Mortgage,  dated  the  tUe&ZuZtffi - day  of  (Sffitiffor - 18 

X further  says  that  the  premises  embraced  in  the  said  Mortgage  have  been  held 

' - and  preceding  owners  from  whom 

he  derives  title  for  the  period  of  twenty  years  last  past  and  upward,  and  that  said  possession  has 
been  peaceable  and  undisturbed,  and  that  the  title  has  never  been  disputed  or  questioned  to  his 
knowledge  or  belief ;  nor  does  deponent  know  any  facts  by  reason  of  which  said  possession  or  title 
might  be  disputed  or  questioned,  or  by  reason  of  which  any  claim  to  any  part  of  said  property, 
or  to  an  undivided  interest  therein  adverse  to  deponent,  might  be  set  up  or  made;  that  the  said 
mortgaged  premises  arc  free  and  clear  from  all  incumbrances  of  every  nature  and  sort  whatever, 
recorded  or  unrecorded,  except  the  Mortgage  above  mentioned. 


(Deponent  further  says,  that  there  are  no  judgments  against  him  unpaid  or  unsatisfied 

of  record  docketed  in  the  Office  of  the  Olerk  of  the  County  of  - 

or  in  the  Offices  of  the  Clerks  of  the  United  States  Courts  fomlhe  /j  „ 

(District  of  O'sCMeZ/a,  Jl&d;ffand  iftafno^pfocccdings  i^lhinhfiftcy^uwe. 

ever  been  instiyUcd  against  him  in  any  Court  or  before  any  officer  of  any  State  or  of  the  United  States. 

(Deponent  further  says,  that  he  is  now  in  possession  of  the  said  premises,  which  are  the 
same  premises  described,  in  the  application  and  mortgage  to  said  Company  for  a  loan;  and  he 

further  says,  that  ec/ - citizen  of  the  age  off^h&z£y-sr^ _  years, 

and  upwards,  and  married  to  d&^fUoro — - _ who  is 

the  same  person  who  has  executed  said  Mortgage,  with  deponent,  and  who  is  over  the  age  of 
twenty-one  years. 

(Deponent  further  says,  that  all  the  statements  and  representations  in  this  affidavit  contained 
arc  made  in  order  to  induce  the  making  of  the  aforesaid  loan.  _ 

Sworn  this  -2./^,  day ) 

of  LrxxZrtf^  is  (-7  before  me. ) 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


State  of . 

County  of . / 

^■iurLua^  Jr!  &c^c  _ 

being  duly  sivoru,  says  that  i fu  fa  _ 

SUc  jUfitiml  gift  gnaurmifc  fflomimiiy  of  Dew 

by  Bond  and  Mortgage,  dated  the  dio-Tuty 

-  He  further  says  that  the  prank 

by  — 

he  derives  title  for  the  period  of  twenty  re 
been  peaceable  and  undisturbed,  and  that 
knowledge  or  belief;  nor  does  deponent  kirn 
might  be  disputed  or  questioned,  or  by  rea 
or  to  an  undivided  interest  therein  adverse 
mortgaged  premises  are  free  and  clear  fro, 
recorded  or  unrecorded,  except  the  Mortgage 


of  the<=CbuntyfLCfJ  < , 


Ijyovli,  to  secure  a  loan  of  $  & 600 0  ,  _ _ _ 

-dUnuti-day  of  9ksXtp. - - - t8  f 3  s. 

s‘s  emb’™d  *  the  said  Mortgage  have  been  held 
and  preceding  otvners  from  whom 
■ars  last  Past  and  upward,  and  that  said  possession  has 
the  title  has  never  been  disputed  or  questioned  to  his 
w  any  facts  by  reason  of  which  said  possession  or  title 
tson  of  which  any  claim  to  any  part  of  said  property, 
e  to  deponent,  might  beset  up  or  made;  that  the  said 
m  all  incumbrances  of  every  nature  and  sort  whatever, 


fts***-  m-  -  ....  -  —  /„«  „„p.u  „  MUfild 

of  record  docketed  in  the  Office  of  the  Clerk  of  the  County  of  __________ 


the  Offices  of  the  Clerks  of  the  United  States  Courts  for  the  f _ 

-V  Cm,  «■  .v  „„  s,.„  ,  „  „u  UM 

HISS!**"  "=>•■  "  —  •'»  Mmm  »/  m  memrnm,  M. 

frm  «*•'"“  ~««r<  «  me  c.„„v  M  „ 

further  says,  that  Xc.  «  - -  ciHzen  of  the  age  of  rCti^cU^  ^  _ 

and  upwards,  and  -be  married  to  /$W  _ _  ** 

thC  mmC  PerS°H  Wh°  haS  CMd  Mid  M^agc,  with  depottent,  and  who  is  over  the  Tc 
twenlv-one  vmr,  A 


twenty-one  years. _ _ 

Deponent  funl  tys.  that  all  th  tin  t  ad  p  entations  in  this  af 

are  made  in  order  to  induce  the  making  of  the  aforesaid  loan.  _ _ 

Sworn  this  -1  ?  & ,  day)  " 

of  18  before 

m6' 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


[ATTACHMENT] 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


[ATTACHMENT] 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


[ATTACHMENT] 


^EW  ^EI^SEY  ^UPREME  Court. 

Stephen  J, Mosher  surviving  partner  In  Case'. On, Post ea. 

(  C  ’  ^  A 

&c  of  David  'A .  Meoher I  &  Sonv-  C .  T .  dqWenhoven ,  A^tbrney . 

N  ft/  (\u£  #/  ''  H  !  !S  ' 

■y  W  •  nVi  Entered^Iovembe^  15,1887. 

Rdward  T.cillilWnd  <=nd  Thomas  A.  Damages/  ^74.^5 
Edisbn  \Late  partners  &c  as  Gilli-  ''W'poa'ts  ¥  ' 

land  &  Co.  \J  l 


‘‘ . . ..Clerk  of  the  Supreme  Court 

of  the  State  of  New  Jersey,  hereby  certify  that  I  have  searched  the  records  of  said 
Court,  and  do  not  find  made  up  of  record,  or  docketed  therein,  any  Judgment, 
Attachment  or  Decree  from  Chancery  against . 


I,  BENJAMIN  F.  LEE,  Clerk  of  the  Supreme  Court  of  the  State  of  New  Jer¬ 
sey,  hereby  certify,  that  I  have  searched  the  Records  of  said  Court,  and  do 
not  find  made  up  of  record  or  docketed  therein,  any  Judgment,  Attachment, 
or  Decree  from  Chancery  against 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


[ATTACHMENT] 


4P 


DISTRICT  OF 

■Qeorqf.  t.  -CranmEr. 


NEW  JERSEY. 


gpiH|gIp§§01M,  of  /Ae.  District  Court  of  the  United 

States ,  tn  a»e/  ft  District  of  New  Jersey /On.  AeteAy.  cuAfe 

cS  Aansc  dcatcAcaf  /At  &3eciHe/d  of  date/  ^ottt/ fom . . . X.'sfl./ff. £f... .(r^r. . .c 

ad  fAAtod^  -vef;  ae?amd-t  - - (^-y  -  ■  -■■■ - 


( $  >  (M  - -  -. 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


[DOCUMENTS  RELATING  TO  EDISON’S  WEST  ORANGE  PROPERTY] 


NOT  FILMED:  ITEMS  PERTAINING  TO  TITLE 
SEARCH  (APPROXIMATELY  35  PAGES) 


Edison  Lamp  Company. 


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Mr.  Ed  is on: - 


I  beg  to  hand  you  herewith  for  your  fiJes,  Agreement 
between  Edison  EJectric  Li«-ht  Co.,  Thomas  A.  Edison  and  Benjamin 
E.  Card. 


Apri]  6th  1887. 


E.  S.  Hastings. 

per  S. 


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The  Edison  Lamp  Co., 


[ATTACHMENT] 


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AGREEMENT  made  this  first  day  of  July,  one 
thousand  eight  hundred  and  eighty-seven,  by  and  between  the 
EDISON  ELECTRIC  LIGHT  COMPANY,  a  corporation  organized  and  ex¬ 
isting  under  the  haws  of  the  State  of  New  York,  being  a  Con¬ 
solidation  of  THE- EDISON  ELECTRIC  LIGHT  COMPANY  and  the  EDISON 
COMPANY  FOR  ISOLATED  LIGHTING  and  hereinafter  called  the 
“■Light, Company",  party  of  the  first  part,  and  the  EDISON  UNITED 
MANUFACTURING  COMPANY,  a  corporation  likewise  organized  and 
existing  under  the  Laws  of  the  State  aforesaid,  and  herein¬ 
after  called  the  "United  Company"  party  of  the  second  part,. 

SiM,  a  certain  Agreement  was  heretofore  made 
and  entered  into  between  the  "United  Company"  and  the  said 
Edison  Company  for  Isolated  Lighting,  by  the  terms  of  which 
the  said  Edison  Company  for  Isolated  Lighting  assigned  to  the 
said  "United  Company"  its  entire  branch  of  business  known  as 
Isolated  Lighting,  upon  the  terms  and  conditions  in  said  con¬ 
tract  mentioned,  to  which  for  greater  particularity  reference 
is  hereby  made;  AND 

WHEREAS,  the  "United  Company"  are  now  desirous  of 
acquiring  .the  right,  to  contract,  install  and  sell  ,  small  Cen¬ 
tral  Station  Incandescent  Electric  Light  plants  upon  the  terms 
and  conditions  hereinafter  stated,  and  are  desirous  of  acquir¬ 
ing  the  right  so  to  do  from  the  said  "Light  Company"'. 

—  NOW  IT  IS. AGREED  AS  FOLLOWS • - 

^FIRSTg  The  party  of  the  first  part  hereby  authorizes 
and  empowers  the  party  of  the  second  part  to  erect  and  con- 
struct  in  Cities,  towns  and  villages  within  the  entire  United 
States  of  America,  containing  according  to  the  last  Census  of 


2 

the  United  States,  not  over  ten  thousand  inhabitants,  Central 
Station  Incandescent  Electric  Light  plants,  and  to  sell  the 
same  and  the  necessary  devices  and  apparatus  to  be  used  there¬ 
in  to  individuals  and  Incorporated  or  joint  Stock  Companies 
(other  than  regularly  organized  Edison  Lighting  Companies)  for 
cash, 

SECOND.  The  United  Company  will  procure  all  the  incan¬ 
descent  electric  lamps  it  may  handle  or  deal  in  in  connection 
with  its  business  of  Central  Station  Lighting  as  herein  set 
forth,  whether  for  original  installations  or  as  renewal  lamps 
for  new  or  old  installations,  from  a  certain  corporation  now 
located  at  East  Newark  in  the  State  of  Hew  Jersey,  and  known 
as  “The  Edison  Lamp  Company*  and  agrees  that  as  regards  each 
and  every  incandescent  lamp  sold  by  it  for  Central  Station 
Lighting  as  aforesaid,  it  will  pay  to  the  Light  Company  in 
money  the  difference  between  the  “United  Company's"  list  price 
of  such  lamps,  as  at  present  existing  or  as  hereafter  may  be 
established  by  the  Light  Company,  and  the  ordinary  and  regular 
cost,  approved  by  the  Light  Company,  at  which  such  lamps  are 
from  time  to  time  billed  by  the  Lamp  Company  to  the  "United 
Company"  after  deducting  from  such  difference  a  commission  of 
ten  per  cent  on  the  price  paid  for  said  lamps  by  the  "United 
Company"  to  the  Lamp  Company,  which  commission  is  hereby  al¬ 
lowed  to  the  United  Company  in  full  compensation  for  handling 
and  selling  said  lamps  and  for  assuming  all  risks  of  sales. 

Settlements  as  regards  lamps  delivered  each  month  shall 
be  made  in  cash  by  the  "United  Company"  .with  the  Light  Company 
not  later  than  four  months  thereafter,  and  the  United  Company^ 
selling  price  of  lamps  shall  be  regulated  by  the  Light  Company 


3 

from  time  to  time  in  the  Li ght  Company's  sole  discretion;  and 
under  no  circumstances  shall  the  United  Company  sell  lamps  at 
any  abatement  or  discount  from  the  selling  price  as  fixed  by 
the  Light  Company. 

THIRD.  In  so  far  as  the  apparatus  used  in  said  Central 
Station  Incandescent  Electric  Light  plants,  other  than  lamps 
is  concerned,  the  United  Company  sfiall  be  allowed  to  sell  the 
same  as  low  as  shop  prices,  but  not  lower  except  by  special 
permission  of  the  Light  Con^any. 

The  "United  Company"  shall  not  lower  the  present  stand¬ 
ards  of  work,  efficiency  and  safety  as  the  same  are  now  sus¬ 
tained  by  the  Light  Company  in  connection  with  the  business 
herein  authorized  to  be  carried  on  by  the  said  "United  Com¬ 
pany"  and  in  case  any  question  or  dispute  shall  arise  as  to 
the  same  the  decision  of  the  Light  Company  shall  be  final  and 
binding  upon  the  United  Company. 

Whereas ,  it  is  provided  in  the  third  paragraph 
of  the  second  article  of  the  contract  made  between  the  United 
Company  and  the  Isolated  Company,  dated. the  eighth  day  of 
July  one  thousand  eight  hundred  and  eighty  six,  and  hereinaf¬ 
ter  referred  to,  that  the  United  Company  shall  within  thirty 
days  after  the  first  day  of  January  in  each  year  prepare  and 
sunmit  to  the  Isolated  Company  in  writing,  signed  and  verified 
by  its  President  and  Treasurer,  a  statement  showing  the  net 
profit  or  loss  of  its  business  for  the  year,  and  shall  within 
thirty  days  thereafter,  in  the  event  of  there  having  been  a 
net  profit,  pay  to  the  Isolated  Company  such  a  sum  as  shall 
be  equivalent  to  one  half  of  the  said  net  profit.  It  is  ex¬ 
pressly  provided  between  the  parties  hereto  that  the  statement 


referred  to  in  the  contract  aforesaid  shall  be  made  to  cover 
the  entire  business  of  the  United  Company,  both  Isolated  and 
Central  Station  Lighting;  and  that  in  case  such  statement 
shall  show  a  profit  in  its  entire  business  for  tho  year  the 
“United  Company"  shall  pay  to  the  Light  Company  on  amount 
equivalent  to  one  half  of  its  said  net  profits.  In  the  event 
of  any  dispute  arising  between  the  parties  hereto  as  to  tho 
said  net  profits,  or  to  the  amount  thereof,  it  shall  be  loft 
to  arbitration  as  providod  for  in  the  twelfth  section  of  what 
are  known  as  the  "Shop  Contracts"  heretofore  made  between  The 
Edison  Electric  Light  Company  and  the  manufacturing  Corpora¬ 
tions  now  or  ordinarily  known  as  the "Shops".  Each  year  shall 

stand  by  itself  with  regard  to  the  adjustment  of  the  result 
of  the  business  thereof. 

FIFTH.  As  regards  all  existing  guarantees  touching  the 
efficiency  and  life  of  lamps  and  all  other  electrical  sup¬ 
plies  or  apparatus  heretofore  made  by  The  Edison  Electric 
Light  Company  or  the  Edison  Company  for  Isolated  Lighting,  it 
is  agreed  that  the  "United  Company"  shall  not  in  any  wise  be 
considered  or  become  personally  liable  thereunder,  but  that 
it  shall  use  its  best  endeavours  to  assist  the  Light  Company 
in  carrying  out  and  fulfilling  said  guarantees,  and  will  furn¬ 
ish  and  supply  all  labor,  supplies  and  material  that,  may  be¬ 
come  requisite  in  that  regard,  and  that  may  be  asked  for  by 
the  Light  Company  at  actual  cost  price,  that  is  to  say,  with¬ 
out  charging  any  profit  or  commission  thereon. 

SIXTH.  The  right  and  authority  hereby  conferred  upon 
the  United  Company  to  erect  and  install  the  Central  Station 
Incandescent  Electric  Light  plants  aforesaid,  and  to  sell  the 


5 

necessary  apparatus  and  devices  to  be  used  therein  or  in  con¬ 
nection  therewith  shall  not  bo  deemed  or  construed  in  any  way 
to  authorize  the  United  Company  to  confer  upon  the  purchasers 
thereof  the  right  to  use  the  same;  but  the  Light  Company 
agrees  upon  any  contract  for  any  pi’oposed  sale  or  installation 
being  submitted  to  it,  and  the  same  meeting  with  its  approval, 
to  authorize  the  vondee  of  the  said  United  Company  to  use  the 
particular  apparatus  and  devices  so  purchased  in  the  particu¬ 
lar  City,  town  or  village,  in  which  the  said  Central  Station 
Incandescent  Electric  Light  plant  is  to  be  operated  for  the 
purpose  of  Central  Station  Lighting,  and  will  also  license 
the  said  vendee  to  use  such  methods,  combinations  and  arrange¬ 
ments  as  are  covered  by  Letters  Patent  owned  by  the  Light 
Company  in  the  place  and.  for  tho  purpose  aforesaid. 

Nothing  herein  contained  shall  be  deemed  in  any  way  to 
prevent  or  prohibit  the  Light  Company  from  granting  licenses 
under  its  patents  to  Companies  now  organized  or  to  be  here¬ 
after  organized  to  operate  Central  Station  Incandescent  Elec¬ 
tric  Light  plants  and  the  apparatus  and  devices  used  therein 
in  the  Cities,  towns  and  villages  covered  by  this  Agreement 
or  elsewhei-e;  and  whenever  the  Light  Company  organizes  a  lo¬ 
cal  Company  at  any  place  whether  containing  a  population  of 
over  or  under  ten  thousand  inhabitants,  according  to  the  last 
Census  of  the  United  States,  all  rights  of  the  United  Company 
in  such  place  shall  cease  and  the  Light  Company  shall  have  the 
authoilty  at  any  time  to  instruct  the  United  Company  not  to 
sell  any  incandescent  electric  light  plant  in  any  City,  town 
or  village  of  under  ten  thousand  inhabitants,  and  upon  being 
so  instructed  the  United  Company  shall  have  no  power  to  sell 


6 

Central  Station  Incandescent  Electric  Light  plants  or  tho  nec¬ 
essary  apparatus  and  devices  used  therein  for  use  in  such 
place. 

SEVENTH.  This  contract  and  all  privileges  which  the 
United  Company  may  acquire  by  reason  hereof  shall  be  subject 
to  any  contracts  which  the  Light  Company  or  its  constituent 
Company  may  have  heretofore  made  with  other  persons  or  corpo¬ 
rations,  and  any  rights  or  privileges  it  or  they  may  have  con¬ 
ferred  on  other  persons  or  corporations. 

JISSL*  This  contract  and  all  rights  thereunder  may  be; 
terminated  by  either  of  the  parties  hereto,  by  giving  to  the 
other  six  months  notice  in  writing,  of  its  desire  to  terminate 
the  same,  and  upon  the  expiration  of  six  months  after  the  giv- 

Iing  of  said  notice  this  contract  shall  be  and  become  void  and 
of  no  effect. 

SMI!.*  The  United  Company  will  and  hereby  does  admit 
the  validity  of  all  patents  pertaining  to  the  Edison  system 
of  light,  heat  or  power,  v/hich  the  Light  Company  owns  or  may 
own  or  acquire  while  this  Agreement  lasts,  and  the  validity 
and  utility  of  the  inventions  therein  described  and  claimed; 
and  hereby  covenant  whether  this  agreement  continues  or  not, 
and  whether  any  adverse  decisions  in  an  action  at  law  or  a 
suit  in  Equity  on  any  of  such  patents  shall  have  been  render¬ 
ed  or  not,  that  they  will  not  violate,  infringe  or  contest 
the  validity  of  any  of  such  patents  during  their  several  terms 
of  life  as  originally  granted,  or  afterwards  extended,  or  the 
sufficiency  of  their  specifications,  or  the  validity  of  the 
title  of  the  Light  Company  to  such  patents  or  any  of  them,  or 
aid  or  encourage  in  so  doing,  save  and  except  however,  that 
if  any  such  patents  shall  have  been  adjudicated  invalid  in 


t 


7 

any  action  at  Law  or  in  Equity,  and  tho  Light  Company  shall 
not  have  appealed  therefrom,  or  if  in  tho  event  of  such  ap¬ 
peals  the  final  adjudication  shall  have  been  adverse  to  the 
validity  of  such  patents  or  any  of  them,  the  United  Company 
will  no  longer  be  bound  as  above  provided  for  to  admit  and 
acknowledge  the  validity  of  such  patent  or  patents  thus  advers. 
ly  adjudicated  upon, 

IN  WITNESS  WHEREOF  the  parties  hereto  have,  by  their 
proper  officers  duly  authorized  therefor,  set  their  hands 
and  seals  tho  day  and  year  first  above  written. 

Edison  Electric  Light  Company 
—  by  — Edv/*.  H.  Johnson. 

President. 

(Seal) 

Attest; 

F.  S.  Hastings. 

Secy. 

Edison  United  Manufacturing  Co. 

— by — Thos.  A.  Edison. 


(Seal) 


President. 


P.  II.  Klein,  Jr. 


Attest; 


MINUTES  OP  MEETING 


of  the  Board  of  Trustees  of  the  Edison  Electric  Light  Comp 
any  of  Europe,  Limited,  held  at  the  office  of  the  Company 
No.  40  Wall  Street  New  York  July  ISth.  1887. 

Present:  Mr.  Thomas  A.  Edison,  Mr.  John  C. 
Tomlinson  and  Mr.  Alfred  0.  Tate  Trustees. 

President  in  the  Chair. 

It  v/as  moved  by  Mr.  Tate  that  the  bill  of  Mr.  Tomlinson 

for  legal  services  amounting  to  §987.  48  be  paid  by  the 

Company,  by  issuing  to  him  bonds  of  the  Company  at  par 
cuA  ' 

or  in  cash,  or  a  proportion  of  bonds  cash. 

The  motion  having  been  duly  seconded  was  put  and 
carried. 

It  was  moved  by  Mr.  Tomlinson  that  bonds  of  the 
Company  be  issued  to  Mr.  Upton  and  the  Edison  Lamp  Comp¬ 
any  for  expenses  incurred  by  Mr.  Upton  in  his  European 
trip  to  the  amount  of  §900  . 

The  motion  having  been  seconded  was  put  and  car  ried| 

Mr.  Tate  offered  the  following  resolution  and  moved 
its  adoption: 

resolved: 

That  the  Treasurer  of  tlE  Compary  be  and  he 
hereby  is  authorized  to  negotiate  the  note  of  the  Edison 
Lamp  Company  for  §b000.  at  not  over  12  per  cent  interest 
or  if  the  same  cannot  be  done  to  borrow  uon  pledge  of-- the 
same  such  amount  as  can  be  obtained,  btrt.  not  over  that 
rate  to  meet  the  obligations  of  the  Compary.  > 


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FILMED:  jZIZl  lirrssS?  betWeen  Ed±SOn  and  the  EdiSOn  0re  MillinS  c°-'  Ltd., 


[ATTACHMENT] 


S^Aem-aJ  (o-<A'dfivi< 


9&*— 


Copy. 

S.  B.  Baton,  Ksq . , 

ISO  Broadway,  Mew  York. 


Dear  Sir:- 

I  enclose  herewith  contract  between  Mr.  Kdison  and  the 
Kdison  Ore  Milling  Co.,  Ti't'd.,  under  date  14th  day  of  October, 
1887.  When  this  contract  was  made,  it  was  contemplated  that  Mr. 

1  Kdison  would  conduct  experiments  for  the  purpose  of  perfecting 

processes  for  the  extraction  of  metals  from  ores,  and  that  he 
j  would  spend  on  these  experimoits  a  sum  not  exceeding  $25,000,  which 

•  was  to  be  repaid  to  him  after  his  experiments  resulted  sucoess- 

!■  fully.  Since  this  o  ontraot  was  executed,  Mr.  Kdison  has  given 

i  a  great  deal  of  attention  to  his  Ore  Milling  prooestf,  both  for  the 

working  of  iron  ores  and  ores  containing  precious  metals.  I  beg 
to  oall  your  attention  to  the  Fourth  Clause  of  this  oontract,  a 
j  portion  of  which  reads:- 

|  "In  case  he  (Kdison)  should  succeed,  however,  in 

|  devising  a  practical  system  for  the  extraction 

of  precious  metals  from  ores,  tailings,  gravel 
I  and  other  deposits,  all  moneys  advanced  by  him 

I  for  the  purposes  aforesaid  shall  be  repaid  by  the 

j  Company  &o. " 

4  .  • 


[ATTACHMENT] 


Referring  more  particularly  t.o  the  words  'precious  metals," 
quoted  above,  Mr,  Edison  has  spent,  a  great  deal  of  money  in  per¬ 
fecting:  his  Ore  Milling  process  for  iron  concentration,  and  I 
would  like  to  know  if  under  this  agreement  Mr,  Edison  has  a  right 
to  demand  payment,  from  the  Ore  Milling  Oo.  for  this  work?  The 
oontraot  soans  to  say  that  ho  must  perfect  a  process  for  the  ex¬ 
traction  of  precious  metals,  but  perhars  a  general  construction 
would  cover  the  work  above  referred  to. 

Youitb  v'ery  truly, 

(Signed)  A.  0.  Tate, 


Private  Secretary. 


[ATTACHMENT] 


,  Office# 

EATON  &  LEWIS  /",^'^^'^<!'-'^(EquiTABLE  BUILDING) 

EUGbSe0hN  LEWIS  ,  -  v 

■y)w  ./</•/  — J.une_27.th,  1889 . 

A.  0.  Tate,  Esq., 

°/o  Thomas  A.  Edison,  Esq., 

Orange,  N.  J. 

Dear  Sir:- 


Re  Contract  between  Edison  and  the  Edison  Ore 
Mining  Co.,  Limited.  Replying  to  your  letter  of  the  20th  inst., 
addressed  to  our  Mr.  Eaton,  in  which  you  call  our  attrition  to  the 
contract  dated  October  14th,  1887,  and  certain  special  clauses 
therein,  and  request  to  know  whether,  under  this  contract,  Mr. 
Edison  has  a  right  to  demand  payment  from  the  Ore  Milling  Co.,  for 
certain  work,  we  beg  to  advise  you  as  follows: 

The  third  clause  of  the  contract  in  question  provides 
that  Mr.  Edison  -will  make  and  prosecute  with  all  reasonable  speed 
and  diligence,  froa  and  after  the  execution  of  this  agreement,  in¬ 
vestigations  and  experiments  for  discovering,  devising  and  pro¬ 
curing  the  best  and  most  profitable  processes,  apparatus,  devices 
and  means  for  extracting  metals  from  ores,  tailings,  gravel  and 
other  deposits,  «o.  &o.«.  Later  on,  in  the  same  clause,  the  con¬ 
tract  provides  that  -all  costs  and  charges  incurred  or  to  be  incur¬ 
red  in  the  procuring  of  said  Letters  Patent  or  in  the  conduct  of 


[ATTACHMENT] 


experimantsf  are  to  be  met  and  paid  by  the  said  Oonpany." 

If  the  foregoing  clause  stood  alone,  there  would  be,  of 
course,  no  question  that  Ur.  Edison  would  be  entitled  to  immediate 
repayment  of  the  amount  of  money  spent  by  him  in  perfecting  the  ore 
milling  process  for  iron  concentration.  The  only  question  arises 
under  what  seems  to  be  an  inconsistent  reading,  or  a  qualified 
reading,  in  the  fourth  olause  in  the  contract. 

The  fourth  olause  provides  for  an  advance  by  Ur.  Edison 
to  the  Company  of  2500  shares  of  the  stock  held  by  him,  to  be  used 
by  the  Conpany-for  the  purpose  of  defraying  the  expenses  necessary 
to  be  incurred  in  exploiting  and  developing  its  business."  in  tte 
same  clause,  Ur.  Edison  agrees  "that  he  will  advance  to  the  said 
Company,  fron  time  to  time  such  moneys  as  m®r  be  necessary  to  meet 
-its  general  expenses,  to  pay  fbr  the  oost  of  experimsits  and  for 
obtaining  Letters  Patent  on  inventions,  made  by  him  and  assignable 
to  the  said  Company,  and  to  construct  a  special  laboratory  for 
the  conduct  and  prosecution  of  said  experiments",  to  the  amount  of 
$25,000.  There  then  follows  a  provision  tint  in  case  his/exrperi- 
ments  do  not  result  successfully,  he  Bhall  make  no  olaim  on: the 
Company  for  reimbursement  of  the  amount  so  advanced  by  him  fbr  ex¬ 
perimental  or  patent  purposes ,  and  that ,  in  such  case,  the  amount 
so  advanced  by  him  shall  not  be  in  any  way  regarded  as  a  debt 
of  the  Company1. 


[ATTACHMENT] 


3 

It  is  then  further  provided  that»in  ease  he  should  suc¬ 
ceed,  however,  in  devising  a  practical  system  fbr  the  extraction 
of  the  precious  metals  from  ores,  tailings,  gravel  and  other  de¬ 
posits,  all  moneys  advanced  by  him  for  the  purposes  aforesaid, 
shall  be  repaid  by  the  Company",  either  in  oa3h  or  Btock  at  the 
Company's  option. 

We  are  of  opinion  that  the  last  two  provisions  of  tte 
fourth  clause  above  referred  to  do  not  exclude  Ur.  Edison  frcm 
making  a  claim  for  reimbursement  for  moneys  spent  by  him  in  per¬ 
fecting  the  process  for  iron  concentration.  Unless  the  provision 
in  respect  to  precious  metals  is  a  substitute  for  all  other  pro¬ 
visions  of  the  contract,  it  would  not  have  the  effect  of  barring 
his  claim  growing  out  of  other  experiments,  and  we  do  not  think 
that  the  provision  in  question  would  be  construed  as  being  such  a 
substitute. 


The  contract  might  easily  have  been  drawn  to  avoid  any 
such  question,  but  upon  the  reading,  as  it  stands,  we  believe  tl»t 
Mr.  Edison's  claim  to  reimbursement  is  a  valid  one,  assuming  tiat 
the  experiments  suoh  as  he  has  made  have  resulted  successfully. 

./7 


Yours  truly, 


1 


AG  R  E  E  M  E  NT  made  this  /IT  day  of  October 
1HH7  Between  Thomas  A.  Edison  of  Llewellyn  Park  in  the  State 
of  New  Jersey,  party  of  thii  first  part,  •  uhd  John  B.  Powell 
of  the  City  and  State  of  Now  York,  party  of  the  second  part. 

W  I  T  N  'E  S'  S  E  T  ‘HI  :  ,  ;  ■  ... 

FIRST:  IN  consideration-  of  One  Dollar  to  him  in 

hand  paid,  the  receipt  whereof  is  hereby  acknowledged,  the 
said  Edison  agree*  to  transfer  artti  assign  to  the  said  Powell 
or  such  person  or  persons  as  he  may  designate,  the  entire 
right,  title  and  interest  in  and  to  a  certain  application 
for  Letters  Patent  of  the  United  States,  and  the  inventions 
therein  desoribed,  filed 'by  the  said  Edison  in  the  United 
■  States  Patent  Offioo  on  the  14t‘H  day  of  June  l«o7  for  "An  im¬ 
provement  in  the  method  and  apparatus'-' for  '  the  production  of 
light0  the  same  being 'known -as' Soria!  No.  241,J24U,  and  all 
his  right,  title  and'intorest  in  and  to  any  Letters  Patent 
of  the  United  States  that  uidy  bo  granted -thereon  ,  upon  the 
said  Edison  being  paid  in  consideration  thereof,  by  the. said 
'Powell  or  such  persons  'aid 'he,  the  said  Pov/ell,  may  rtireot, 
tho  assignment  of  'the  'said  application  or-' Letters  Patont,  to. 
not  less- than  tho  sum  bf  One  Hundred  Thousand  Dollars  in  oash 
Prom  the  consideration  received  by  the  said  Edison 
for  the  assignment  of  said 'r application  or  Letters  Patent,  ho 
agrees  upon’  the  rtfooipii'thereof  “to  pay  to  tiie  said  Powell  for 
his  services  in  effecting  said  Sale  forty  por  oontuip. thereof 
in  kind. 


Oaid 


It  is  understood  and  agreed  that  should  the 
Powell  not  suoeeed  in  effecting  a  sale  of^aid  applioa- 


2  ' 

tion,  or  Letters  patent;  within  six  months  from  the  date  here¬ 
of  unless  such  time  has  been  extended  by  the  said  Edison  in 
writing,  this  oontraot  shall  bo  null  and  void,  and  the  said 
Edison  shall  be  under  no  obligation  to  sell  the  same  to  the 
said  Powell  or  such  person's  ‘as  ho  may  designate,  'or  in  case 
the  said  Edison  after  the  expiration  hereof  makes  any  sale  or 
other  disposition  thereof, "ho  shall  be  under  no  obligation 
to  pay  to  tho  said  Powell-  rtnyr.proportion  or  share  of  the  mon  ¬ 
ies  or  things  received  in- consideration  of  such  sale, 

IN  WITNESS  WHEREOF, the  parties  have  hereunto  set 


their  hands  and  seals  the  day  and  year  first  above  WRITTEN, 


21  HIS  A  G  R  E  E  M  E  H  T  made  this  tenth  day 
of  November,  1887,  by  and  between  the  EDISON  ELECTRIC  LI  (MIT 
S2MPANY,,  hereinafter  called  the  Light  Co.,  of  the  first  part; 
and  BEROMAHH  &  COMPANY,  of  the  second  part;  each  being  a  cor¬ 
poration  created  and  existing  under  tho  laws  of  the  State  of 
New  York  and  having  its  principal  office  in  the  City  of  Now 
York: 

■ -  W  ITHBSSBT  H:-  _ _ 

jy_  h  e  r  e  a  s  the  Light  Go.,  and  Bergmann  &  Co., 
have  heretofore  entered  into  a  certain  agreement  dated  Sept- 
enber  1,  1884,  wherein,  in  the  second  subdivision  of  the 
tenth  section  thereof,  it  was  provided  that  Bergtnann  &  Co., 

I  would  not  while  the  said  agreement  lasted  manufacture  or  sup¬ 
ply  or  allow  others  to  manufacture  or  supply  any  fixtures, 
except  for  the  Light  Co.,  and  to  its  licensees,  reference  to 
which  agreement  is  now  made  for  greater  particularity;  and 
-ty—h  e  r  e  a  s  the  Light  Go.,  and  Bergmann  &  Co., 
have  heretofore  entered  into  a  certain  other  agreement  dated 
the  25th  day  of  April,  1885,  whereby  the  aforesaid  provision 
of  the  tenth  section  of  the  said  agreement  of  September  1, 
1884,  was  so  amended  as  to  prohibit  Bergmann  &  Co.,  from  man¬ 
ufacturing  or  supplying,  or  allowing  others  so  to  do,  any  soc¬ 
kets  except  to  the  licensees  of  the  Light  Co.,  the  said  pro¬ 
visions  being  more  fully  set  forth  in  the  first  section  of 
the  said  agreement  of  April  25th  1885,  reference  to  which  is 
now  made  for  greater  particularity;  and 

Whereas  the  Light  Co.,  and  Bergmann  &  Co., 


2 

now  propose  oo  still  further  alter  and  amend  the  tenth  sec¬ 
tion  of  the  said  agreement  of  September  1,  1884,  and  the  first 
section  of  the  said  agreement  of  April  25th, .1885,  so  that,  as 
legards  all  fixtures,  but  not  as  regards  sockets,  Bergmann 
&  Co.,  shall  be  released  from  the  restrictions  imposed  in  the 
said  several  sections  of  the  two  said  contracts  as  aforesaid. 

jj  £  *n  consideration  of 

the  premises  and  of  the  mutual  promises  herein  made,  IT  IS 
HEREBY  DECLARED  AMD  AGREED  by  find  between  the  parties  hereto 
as  follows,  that  is  to  say: 

FIRST.  By  mutual  consent,  (a)  the  Second  subdivision 
of  the  Tenth  Section  of  the  agreement  of  September  1st,  1884, 
is  modified  by  striking  out  the  words  "but  otherwise,  Berg- 
"mann  &  Co.,  will  not,  while  this  agreement  lasts,  manufacture 
“or  supply,  or  allow  others  to  manufacture  or  supply,  any  fix- 
"tures  whatever,  under  said  patents  and  licenses  ali-e ady  or 
“hereafter  acquired  by  them,  except  for  the  Light  Co.,  and 
jjrS  licensees”;  (b)  and  the  Fourth  subdivision  of  the  same 
section  (as  provided  for  in  the  First  Article  of  the  afore¬ 
said  agreement  of  April  25th  1885)  is  cancelled,  and  the  fol¬ 
lowing  is  substituted  in  place  thereof 

“Bergmann  &  Co.,  further  agree  that  they  will  not, 
“while  this  agreement  lasts,  manufacture  or  supply,  or  as¬ 
sist  or  allow  others  so  to  do,  any  sockets  such  as  are  now 
"or  may  be  hereafter  used  by  the  Li$it  Co’.,  or  its  licensees, 

“or  have  been  or  may  hereafter  be  manufactured  by  Bergmann  & 
“Co.,  in  connection  with  fixtures  or  otherwise,  for  or  to  any 
“parties  or  corporations  who  may  use,  or  may  have  agreed  to 
“use,  or  may  contemplate:  using,  electricity  for  illuminating 


I  "purposes,  except  under  license  of  the  Light  Co.;  and  notice 
"from  the  Light  Co.,  that  such  use  is  made  or  contemplated 
"without  license  from  the  Light  Co.,  shall  be  sufficient  ev¬ 
idence  that  such  unlicensed  use  has  been  agreed  to  or  con¬ 
templated,  it  being  the  intent  of  this  provision  touching 
“sockets,  to  resti’ict  their  sale  exclusively  to  the  purposes  . 
“of  the  Light  Co.,  and  its  licensees,  and  to  enable  the  Light 
“Co.,  to  control  their  sale;  and  Bergnann  &  Co.,  hereby  rec¬ 
ognize  the  aforesaid  intentions  and  agree  to  abide  thereby, 
“and  will  require  like  recognition  and  conformity  from  all 
“their  present  and  future  licensees,  and  will  for  their  on 
“part  in  good  faith,  and  will  require  that  their  licensees 
“shall  in  like  good  faith,  perform  and  carry  out  the  provis¬ 
ions  of  this  paragraph  in  such  a  way  as  fully  to  satisfy  the 
I  “intent  thereof". 

IT  IS  HEREBY  AGREED  that  nothing  herein  con¬ 
tained  shall  in  any  wise  modify  or  affect  the  above  mentioned 
two  contracts  between  the  Light  Co.,  and  Bergmann  &  Co.,  save 
and  except  as  expressly  set  forth  herein,  and  that  in  all 
other  respects,  save  and  except  as  may  be  expressly  provided 
for  in  this  instrument,  the  said  contracts  shall  remain  in 
full  force  and  effect  in  all  respects  the  same  as  if  this 
agreement  had  never  been  made. 

IN  WITNESS  WHEREOF  the  parties 
hereto  have  severally  caused  these  presents  to  be  executed 
by  their  officers  thereunto  expressly  authorized,  and  their 
respective  corporate  seals  to  be  affixed  and  attested,  at 


If 


AGREEMENT  made  November  25th,  1887, 
between  T.  A.  EDISON,  THE  EDISON  LAMP  COMPANY,  and  the 
EDISON  ELECTRIC  LIGHT  COMPANY  (Successor  to  “THE  EDISON 
ELECTRIC  LIGHT  COMPANY"  and  treated  herein  as  identical 
therewith  for  all  purposes. ) 

(1).  Various  Agreements  have  been  made  by 
Mr.  EDISON  and  the  LIGHT  COMPANY,  among  them  those  dated 
November  18,  1878,  January  18,  1881,  March  8,  1881,  and 
April  23,  1885  (the  LAMP  CO.  and  others  being  also  parties 
thereto),  whereby  the  LIGHT  CO.  recognized  as  a  debt  due  to 
Mr.  EDISON  the  sum  of  S66,755.70  and  promised  to  pay  the 
same  before  paying  any  dividend  on  its  capital  stock. 

Since  that  date  the  LIGHT  CO.  has  not  paid  any  dividend  on 
its  stock,  but  it  has  nevertheless  discharged  to  the  satis¬ 
faction  of  Mr.  EDISON,  S37, 868.20  of  said  debt,  and  now,  in 
consideration  of  this  Agreement  and  in  consideration  of  the 
assignment  and  transfer  by  THE  EDISON  LAMP  COMPANY  and  said 
EDISON  to  said  LIGHT  COMPANY  of  patents  and  patent  rights 
valuable  in  connection  with  the  manufacture  of  incandescent 
lamps,  said  LIGHT  COMPANY  will  discharge  the  balance  there¬ 
of  i  by  paying  S5,000  in  cash  and  by  issuing  to  him  its  cer¬ 
tain  promissory  notes  which  Mr.  EDISON  will  accept  as  a 
full  settlement  of  said  debt,  as  follows: 

One  for  *8,000.00  payable  January  1st,  1888. 

"  "  8,000.00  »  Febmary  1st,  1888. 

"  7,887.50  "  March  1st,  1888. 


(2).  The  first  paragraph  of  the  third  section  j 
of  the  said  Agreement  of  March  8th,  1881,  shall  be  modified 
by  substituting,  subject  to  the  limitations  hereinbelow  set  j 
forth,  the  price  of  forty  cents  for  thirty  five  cents  in 
the  fourth  line  thereof,  said  price  of  forty  cents  to  apply 
to  lamps  of  10,  lii,  16,  20  and  24  candles  power  which  are  | 

taken  as  standard  lamps  whenever  lamps  are  mentioned  in  ! 

this  contract,  other  lamps  are  to  be  at  prices  as  agreed 
upon  from  time  to  time,  and  by  cancelling  in  said  paragraph 
of  said  section  from  and  including  the  words  "and  from  time 
to  time  to  reduce"  down  to  the  end  of  said  section,  by 
striking  out  Section  1_V  from  the  beginning  to  words  "being 
taken  as  a  part  of  the  same"  and  commencing  the  following 
sentence  with  the  words  "and  EDISON  &c"  and  by  cancelling 
in  the  first  sub-division  of  the  fifth  section,  from  and  in¬ 
cluding  the  words  "provided  however  that  any  such  change" 
down  -to  the  end  of  said  paragraph,  and  substituting  in 
place  thereof  the  following:  "Provided,  however,  that  any  j 
such  change  which  shall  make  necessary  the  use  of  more  ma¬ 
terial,  or  that  which  is  more  expensive,  or  shall  enhance 
the  labor  of  making  or  handling  said  lamps,  if  it  involve  | 
an  extra  expenditure  of  over  four  cents  per  lamp  over  the 
cost  of  the  present  lamp  shall  warrant  a  revision  of  price. 
The  revision  shall  be  made  and  fixed  by  a  competent  arbitra¬ 
tion  to  be  appointed  in  the  manner  provided  for  by  the 
Seventh  Article  hereof;"  and  by  changing  the  beginning  of 
the  third  sub-division  of  said  Fifth  section  so  that  it 
shall  read:  "That  the  said  EDISON  shall  deposit  with  the 
Company,  at  its  request,  from  time  to  time  complete"  &c.&c.; 


p 


and.  by  changing  the  beginning  of  the  Fourth  sub-division  of  ; 
said  Fifth  Section  so  that  it  shall  read;  "In  case  the 
said  EDISON  shall  for  ninety  days  after  receipt  of  written 
notice  from  the  LIGHT  CO.  or  any  of  its  licensees,  that 
such,  lamps  are  required,  fail  to  supply  all  the  standard 
lamps  reasonably  required  by  the  licensees  of  the  Company"  i 
&c. ;  and  by  cancelling  in  the  same  sub-division  from  and 
including  the  words  "viewing  all  the  difficulties  of  the 
said  EDISON"  down  to  the  end  of  said  sub-division;  insert 
after  words  "to  manufacture"  second  line  paragraph  six, 
following  words:  "Under  patents  now  or  heretofore  assigned 
or  hereafter  to  be  assigned  hereunder  to  or  acquired  here¬ 
under  by  said  LIGHT  COMPANY;"  strike  out  in  paragraph  six 
words  "before  shipment;"  and  by  inserting  near  the  begin¬ 
ning  of  the  Seventh  Section  after  "fail  in  supplying  the 
requirements"  the  words  "For  standard  lamps;"  and  by  can¬ 
celling  in  said  Seventh  Section,  from  and  including  the 
words  "Should,  however,  the  said  EDISON  in  the  case  pro¬ 
vided  for"  down  to  the  end  of  said  Section;  and  by  can-  j 
celling  in  the  Eighth  Section  from  and  including  the  words  j 
"or  shall  refuse  access  thereto"  down  to  and  including  the 
words  "by  engaging  in  work  for  foreign  countries".  After 
words  "other  than  the  licensees  of  the  Company"  near  begin¬ 
ning  of  paragraph  eight,  insert  words  "thereby  evading  the 
letter  and  spirit  of  this  contract",  and  after  words  "With¬ 
out  the  consent  in  writing  of  the  Company",  paragraph  eight, j 
the  words  "Or  against  its  protest";  and  by  cancelling  all  i 


of  the  Tenth  Secti 


THE  EDISON  LAMP  COMPANY  is  hereby  made  a  party  | 
to  said  Agreement  of  March  8,  1881,  and  shall  be  considered  i 
as  sharing  the  benefits  of  said  Agreement  and  bearing  the 
burden  thereof  as  hereby  modified  and  amended,  in  the  same 
manner  and  to  the  same  extent  as  if  it  had  been  an  original 
party  thereto.  ' 

(3) .  In  case  the  LIGHT  CO.  should  at  any  time  j 

or  times  reduce  its  price  for  standard  lamps  for  sale  to 
users  of  isolated  plants,  to  below  Fifty  Five  cents,  the 
price  of  Forty  cents  per  lamp  for  such  lamps  shall  likewise 
be  reduced  by  one-half  of  the  difference  between  Fifty  Five 
cents  and  such  reduced  price,  until  the  price  allowed  the 
LAMP  COMPANY  shall  reach  Twenty  Five  Cents,  below  v/hich 
price  Mr.  EDISON  and  the  LAMP  COMPANY  shall  not  b<e  obliged  1 
to  participate  in  any  reduction;  but  if  the  price  to  the 
LAMP  COMPANY  shall  reach  Thirty  cents,  the  LAMP  COMPANY 
shall  not  be  obliged  to  bear  the  cost  of  any  changes  of  man¬ 
ufacture  even  though  they  be  less  than  Four  cents,  but  the  i 
cost  of  such  changes  shall  thereafter  be  dete mined  as 
hereinabove  provided  and  added  to  the  price  to  be  charged  I 
by  the  LAMP  COMPANY  for  the  lamp. 

(4) .  There  shall  be  added  to  the  end  of  the  ! 

Eleventh  Section  of  said  contract  of  March  8th,  1881,  as 

a  part  thereof,  the  following  words  "but  in  case  the  said 
EDISON  or  his  representatives,  or  the  said  LAMP  COMPANY, 
should  elect  not  to  sell  said  manufactory,  works  &c.,  as 
above  provided,  the  LIGHT  COMPANY  shall  thereupon,  or  as 

4 


(I 


soon  thereafter  as  practicable,  give  the  LAMP  COMPANY  an 
opportunity  to  arrange  on  as  favorable  tenns  to  said  LAMP  I 
COMPANY  as  said  LIGHT  COMPANY  will  make  with  any  other  manu-l 
facturer,  to  continue  the  manufacture  and  supply  of  lamps  j 
for  the  purposes  of  the  LIGHT  COMPANY,  as  herein  contem¬ 
plated,  and  shall  not  make  arrangements  with  any  other  manu-j 
facturer  for  such  manufacture  and  supply  until  they  have  j 
had  a  fair  opportunity  to  consider  and  decide  upon  the  op¬ 
portunity  so  offered.  And  until  the  LIGHT  COMPANY  shall 
have  made  such  other  arrangements  and  shall  be  obtaining 
its  supply  thereunder,  the  said  EDISON,  his  representatives 
and  the  said  LAMP  COMPANY  shall  continue  to  furnish  it  with  : 
all  needful  lamps  under  the  conditions  of  this  contract. 

In  case  the  contract  is  terminated  by  the  LIGHT  j 
COMPANY,  as  above  provided,  the  LAMP  COMPANY  shall  never¬ 
theless  have  the  right  to  offer  and  sell  lamps  to  all  such  j 
Central  Station  licensee  Companies  of  the  LIGHT  COMPANY  as 
may  be  entitled  to  obtain  lamps  without  profit  to  the  LIGHT  j 
COMPANY,  for  their  own  use  only,  and  to  sell  lamps  to  be  I 
exported  and  used  outside  of  North  and  South  America,  but  ! 
the  LAMP  COMPANY  shall  not  offer  or  sell  lamps  to  apy  Cen¬ 
tral  Station  or  other  user  thereof  in  North  or  South  Amer¬ 
ica  who  may  not  be  duly  licensed  by  the  LIGHT  COMPANY  to  use 
such  lamps,  and  to  obtain  same  without  profit  to  the  LIGHT 
COMPANY. 

(5).  In  consideration  of  the  foregoing  modifi¬ 
cations  Mr.  EDISON  and  the  LAMP  COMPANY,  jointly  and  sever¬ 


ally,  ag) 


additii 


to  the  lii 


.ded  f 


the 


I 


contract  of  March  8,  1881,  to  assign  to  the  LIGHT  COMPANY, 
free  of  charge,  all  patents,  licenses,  rights  and  inven¬ 
tions  pertaining  to  the  lamp  or  its  manufacture,  now  held 
or  controlled  by  them  or  either  of  them,  or  hereafter,  at 
any  time,  within  a  period  of  three  years  from  the  date  here-; 
°f,  invented  or  acquired  by  or  for  them,  or  either  of  them,  j 
and  agree  to  take  all  needed  steps  to  patent  the  said  in-  j 
ventions,  -  the  LIGHT  COMPANY  to  pay  for  only  the  actual 
legal  fees  and  costs  of  obtaining  said  patents  or  any  of 
them.  Mr.  EDISON  will  continue  to  seek  in  all  respects, 
by  appropriate  invention,  to  improve  the  lamp  so  as  to 
make  it  of  greater  commercial  value  to  the  LIGHT  COMPANY. 

The  LAMP  COMPANY  and  certain  of  its  stockhold¬ 
ers,  viz:  j 

THOMAS  A.  EDISON. 

FRANCIS  R.  UPTON. 


as  evidenced  by  their  signatures  hereto  (in  view  of  the 
benefits  to  accrue  to  it  and  them)  will,  and  hereby  do,  ad¬ 
mit  and  acknowledge  the  validity  of  all  patents,  and  the 
validity  and  utility  of  the  inventions  therein  described 
and  claimed,  pertaining  to  the  EDISON  system. of  electric 
light,  heat  and  power,  which  the  LIGHT  COMPANY  may  own  or 
acquire  during  the  continuance  of  this  Agreement,  and  here¬ 
by  covenants,  whether  this  Agreement  continues  or  not, that 
it,  he  or  they  will  not,  in  any  case,  violate,  infringe  or 


6 


contest  the  validity  of  any  such  patents,  during  their  sev-  1 
eral  terms  of  life,  as  originally  issued  or  afterwards  ex¬ 
tended,  or  the  sufficiency  of  their  specifications,  or  the  ! 
validity  of  the  title  of  the  LIGHT  COMPANY  to  any  such 
patents  or  any  of  them,  or  aid  or  encourage  others  in  so 
doing,  save  and  except,  however,  that  if  any  of  such  patents! 
shall  have  been  adjudicated  invalid,  in  any  action  at  law 
or  suit  in  equity  and  the  LIGHT  COMPANY  shall  not  have  ap-  ! 
pealed  therefrom  or  if  in  the  event  of  such  appeals,  the 
final  adjudication  shall  have  been  adverse  to  the  validity 
of  such  patent,  each  of  them,  shall  then  no  longer  be  bound,! 
as  above  provided  for,  to  admit  and  acknowledge  the  validity; 
of  such  patent  or  patents,  thus  adversely  adjudicated  upon.  j 
And  Mr.  EDISON,  his  successors  and  assigns,  J 
FURTHER  AGREE  that  he  or  they  will  not,  during  the  continu-i 
ance  of  said  Agreement,  allow  the  sale,  transfer,  or  other  j 
disposition  of  any  stock  in  the  said  LAMP  COMPANY,  except  ! 
to  such  present  stockholders  thereof  as  shall  sign  this 
Agreement,  without  first  causing  it  to  be  offered  in  writ-  j 

ing  to  the  LIGHT  COMPANY  at  the  same  price  and  on  the  same  I 

I 

terms  as  such  stockholder  has  a  bona  fide  offer  for,  which  | 
offer  he,  in  good  faith,  proposes  to  accept;  the  said  of-  j 
fer  to  the  LIGHT  COMPANY  to  be  kept  open  for  a  period  of 
ten  days,  and  no  sale  or  transfer  of  said  stock  to  be  made 
until  after  the  expiration  of  said  ten  days,  to  any  other 
party  or  parties  than  the  LIGHT  COMPANY;  and  should  any 
such  sale  or  transfer  then  be  made,  it  shall  not  be  made  at 
any  lower  price  or  any  better  terms  than  previously  offered 

7 


( 


1 


in  writing  to  the  LIGHT  COMPANY  as  above  provided  for.  i 

This  contract  shall  not  be  forfeited  as  to  the  LAMP  COMPANY  I 
by  reason  of  the  inability  of  any  individual  party  hereto  ! 
to  at  any  time  comply  with  this  'Section. 

In  case  the  practical  or  substantial  control  of  I 
the  LAMP  COMPANY,  or  its  factory,  should  pass  to  parties  I 
interested  in  other  systems  of  electric  lighting  so  as  to  J 
make  them  hostile  to  the  interests  of  the  LIGHT  COMPANY,  j 
such  fact  shall,  ipso  facto  entitle  the  LIGHT  COMPANY  to 
cancel  all  rights  to  Mr.  EDISON  and  associates  including  the: 
LAMP  COMPANY,  hereunder,  excepting  the  right  to  offer  and 
sell  standard  lamps  to  all  such  Central  Stations  licensee 
companies  of  the  LIGHT  COMPANY  as  may  be  entitled  to  obtain  i 
lamps  without  profit  to  the  LIGHT  COMPANY  for  their,  own  use  j 
only,  and  to  sell  tamps  to  be  exported  and  used  outside  of  j 
North  and  South  America,  but  the  LAMP  COMPANY  shall  not  of-  j 
fer  or  sell  lamps  to  any  Central  Station  or  other  user  there¬ 
of  in  North  and  South  America  who  may  not  be  duly  licensed 
by  the  LIGHT  COMPANY  to  use  such  lamps,  and  to  obtain  same 
without  profit  to  the  LIGHT  COMPANY. 

The  said  Agreements  of  November  15,  1878,  and 
January  18,  1881,  are  hereby  modified  so  far  as  necessary 
to  conform  to  this  Agreement. 

On  the  First  day  of  January,  1908,  if  this 
Agreement  be  then  in  force,  or  if  any  parts  of  it  be  then 
in  force,  all  rights  and  obligations  hereunder,  and  under 
the  Agreement  of  March  8,  1881,  shall  cease  and  be  at  an 


parties  hereto,  and  stockholders  holding  majority  of  stock 
of  the  .LAMP  COMPANY,  have  severally  executed  this  Agreement 
at  the  City  of  New  York,  the  day  and  year  above  named. 


HARRY  F.  MILLER  FILE 


1888 


_ _ - — - 

_ _ CX/'J'  ?£c*Cj  £<^<J 

y/C^  (y^tZ^-+-r  ->"yZ<C 

^U^  _y/^  'tu*txjhMiA/ixd.y 

sc^-0-^t-pp-  cj£ 


Claims  in  patent  of  William  W.  Jacques,  No.  383,299  Combined 
Doll  and  Phonograph,  dated  May  22,1888. 

- - 0O0 - - - — 

1.  The  combination  of  a  phonograph  and  a  doll  provided 
with  a  body  carrying  said  phonograph,  and  a  head  having  an 
orifice  therein  for  the  emission  of  sounds  from  the  phono¬ 
graph,  substantially  as  described. 

2.  The  combination  of  a  phonograph  having  its  stylus 
or  tracer  supported  by  the  opposing  tension  of  two  or  more 
springs,  and  a  doll  serving  as  a  receptacle  and  a  support 
for  said  phonograph, substantially  as  described. 

3.  The  canbination  of  a  phonograph  and  a  doll  having 
a  body  provided  with  a  cavity  for  receiving  and  a  support 
for  holding  the  phonograph  therein,  and  a  resonator  contain¬ 
ed  in  a  perforated  head  for  conveying  and  emitting  sounds 
produced  by  the  phonograph  within  the  body  .substantially  as 
described. 

4.  The  combination,  with  a  doll  provided  with  a  cavity 
and  a  support  or  supports  for  a  phonograph,  of  a  phonograph 
having  a  diaphragm  held  in  a  frame  at  one  edge  and  caitrollad 
in  its  movements  by  a  spring  upon  the  upper  and  under  sides 
of  8 aid  frame,  substantially  as  described. 

5.  In  a  phonograph,  the  canbination  of  a  traveling 
record- surface  with  a  pivoted  diaphragm  provided  with  a 
stylus  and  maintained  between  two  counter acting- springs  un¬ 
der  tension  inoperative  relation  with  said  record-surface, 
substantially  as  described. 


6.  The  conbination,  with  a  phonograph,  of  an  automatic 
shipping  device  actuated  by  the  reverse  motion  of  the  rec¬ 
ord-surface  to  withdraw  the  diaphragm-tracer  from  the  con¬ 
tact  with  the  record-surface,  substantially  as  described. 

7.  The  conbination,  in  a  phonograph,  of  a  diaphragm 
held  in  a  hinged  frame  cushioned  by  a  spring  acting  upon  one 
side  thereof,  with  a  second  spring  acting  upon  the  other 
side  of  the  frame,  and  having  an  extension  bearing  upon  the 
record- surf ace,  so  as  to  disengags  the  stylus  from  the  rec¬ 
ord-surface  when  the  motion  of  the  latter  is  reversed, sub¬ 
stantially  as  described. 

8.  A  record-plate  for  phonographs,  consisting  of  a 
foil  of  metal  which  is  superficially  hard  upon  the  side 
which  is  to  receive  the  record  and  is  normally  soft  upon  the 
other  side  .substantially  as  described,  and  for  the  purpose 
specified. 

9.  In  conbination  with  a  phonograph,  a  record-plate 
of  oroide  foil  made  siflperficially  hard  upon  the  side  which 
is  to  receive  the  record,  whereby  while  the  record  may  be 
readily  impressed  thereon  it  becomes  practically  perrmnent, 
substantially  as  described. 


[ATTACHMENT] 


Claims  in  patent  of  William  W.  JacqueB  No.  400,851  Phono¬ 
graph  Dolls,  dated  April  2,  1889. 

-  -  —  -  —  oOo - - 

CLAIMS. 

1.  The  combination  of  a  phonograph  and  a  doll  provided 
with  a  body  c  attaining  and  carrying  said  phonograph,  and  a 
closed  hollow  space  in  c onmunication  with  the  diaphragm  and 
within  the  doll. 

2.  The  conbination  of  a  phonograph  and  a  ddl  provided 
with  a  body  carrying  said  phonograph,  and  a  closed  hollow 
head  to  act  as  a  resonator. 

3.  The  combination,  within  the  body  of  a  doll, of  a 
phonograph  supported  thereby,  and  a  globular  resonating- 
chanber  divided  into  two  portions  by  a  perforated  conical 
partition, substantially  as  described. 


*&&  &**S'S* 

J/kmeOsi^  &  <?&■■  £*'  S?-6c>n 


r 


MEMORANDUM  AGREEMENT,  Between 
ANTONIO  E.  de  NAVARRO,  JOAQUIN  del  CALVO,  HEME TRIO  PEREZ 
de  la  RIVA  and  JUAN  M.  CEBALLOS. 

In  consideration  of  One  Dollar  interchangeably  paid 
and  received,  and  for  other  sufficient  considerations,  it 
is  agreed  as  follows: 

That  the  parties  hereto  agree  to  cause  a  corporation 
to  be  formed  under  the  laws  of  New  Jersey  with  a  stock 
capital  of  $1,500,000,  to  be  entitled  "Havana  Electric 
Light  Company" ,  for  the  purpose  of  manufacture  and  sale 
for  public  and  private  uses,  in  the  Island  of  Cuba,  of 
electric  light  and  power,  and  also  to  make  such  imple¬ 
ments,  machinery  and  appurtenances  as  may  be  useful  or 
necessary  for  carrying  out  the  above  purposes,  and  gen¬ 
erally  to  do  in  relation  thereto  all  that  may  be  reason¬ 
able  and  proper. 

Said  Navarro  agrees  within  thirty  days  after  such 
incorporation  to  assign  or  cause  to  be  assigned  in  due 
form  to  said  Company  all  the  so-called  "Edison"  patents 
under  the  laws  of  Spain  for  electric  lights  and  compris¬ 
ing  a  complete  system  of  electric  lighting  substantially 
as  now  in  use  in  this  City;. and  other  parts  and  which  are 
now  owned  by  the  "Edison  Spanish  Colonial  Light  Company" 
and  being  all  the  patents  and  rights  owned  by  the  last 
named  Company  for  electric  lighting,  power  and  such 
other  use  of  electricity  as  may  bo  legal  under  the  rights 
and  patents  so  assigned,  for  use  and  exploitation  in  the 
Province  of  Havana. 

- jS^onslderation  of  the  premises  aforesaid  Demetrio 


Perez  de  la  Riva  agrees  to  use  his  best  endeavor  to  ob¬ 
tain  within  six  months  from  this  date  from  the  proper 
municipal  authorities  a  license,  grant  or  concession  in 
due  form  for  the  exclusive  use  in  the  City  of  Havana, 

Cuba,  of  electric  light ,  such  exclusive  license  to  be  for 
a  term  of  not  less  than  twenty  years,  and  he  further 
agrees  as  soon  as  the  same  shall  have  been  secured  and 
constituted  to  assign  or  to  cause  the  same  to  be  duly  and 
properly  assigned  to  the  said  Company  above  named,  to  be 
incorporated,  or  to  have  the  said  license  or  concession 
taken  directly  to  said  last  named  company,  The  said 
Navarro  further  agrees  that  at  any  time  within  two  years 
from  the  date  when  said  light  shall  by  said  Company  be  so 
t*sed  in  Havana,  he  shall  also  upon  demand  of  the  said 
Company  assign  or  cause  to  be  assigned  to  any  other  cor¬ 
poration  or  party  designated  by  the  said  Company  the 
same  rights  and  patents  to  be  exploited  in  any  other 
oities,  towns  or  villages  of  the  Island  of  Cuba,  upon  the 
said  Navarro  receiving  the  same  proportion  of  stock  or 
purchase  money  as  hereinafter  set  forth. 

The  said  Juan  M.  Ceballos,  for  the  considerations 
hereinafter  stated,  agrees  that  he  shall,  within  a  period 
of  three  (3)  months  from  the  date  of  the  grant  of  the 
concession  by  the  authorities  of  Havana  above  referred 
to  and  on  written  notice  of  the  readiness  of  the  -Havana 
Electric  Light  Company"  to  deliver  the  bonds  hereinafter  : 
mentioned,  agrees  that  he  shall  take  and  pay  for  in  cash 
the  bonds  of  said  Company  issued  in  due  form  payable  to 
th.  bearor  (a M  ta  be  „0»raa  br  a  proper  »orts«e.  „h.rBe  j 


of  not  exceeding  throe  hundred  thousand  ($300,000)  doll¬ 
ars,  upon  the  property  and  franchises  of  the  said  qom- 
pany,  to  be  first  mortgage  bonds  of  the  aggregate  amount 
of  $150,000  one  hundred  and  fifty  thousand  dollars,  and 
to  pay  for  the  same  at  the  rate  of  sixty  six  (66)  cents 
on  the  dollar,  and  said  bonds  are  to  be  in  denominations 
of  one  thousand  dollars  each  ($1,000)  bearing  six  (6) 
per  centum  per  annum  payable  semi-annually  from  date  of 
delivery  and  to  be  payable  in  twenty  (20)  years  from 
their  date. 

It  is  further  agreed  that  the  said  Ceballos  shall 
have  the  option  of  taking  at  any  time  within  six  (6) 
months  after  he  shall  have  completed  the  purchase  and 
payment  aforesaid,  one  hundred  and  fifty  thousand  dollars 
($150,000)  more  of  the  nominal  value  of  said  bonds  (being 
the  balance  of  the  whole  issue  thereof  of  $300,000)  and 
to  pay  for  the  same  the  before  mentioned  price  of  sixty 
six  (66)  cents  on  the  dollar. 

The  directors  for  the  first  year  of  the  above  named 
Company  shall  be  named  equally  by  the  parties  hereto. 

The  whole  capital  stock  except  two  thousand  ($2000) 
dollars  thereof,  which  is  to  be  issued  for  cash,  shall  be 
issued  in  payment  of  the  patents,  rights,  license  and 
concession  for  the  said  "Havana  Electric  light  Company" 
above  referred  to,  and  in  the  following  proportions: 

To  or  for  account  of  Demetrio  Perez  de  la 
Riva  there  shall  be  issued 
To  or  for  account  of  Antonio  E.  de  Navarro 
To  or  for  account  of  Joaquin  del  Calvo 
. To  or  for  account  of  Juan  M,.  Oeballos  ' 


$626,000 

336,000 

265,000 


It  is  further  agreed,  however,  that  out  of  the  above 
several  proportions  of  stock  there  shall  forthwith  be 
issued  and  delivered  to  Charles  Coudert  of  the-  City  of 
Hew  York,  as  Trustee  for  the  parties  to  this  agreement, 
the  following  shares  to  be  issued  in  the  name  of  the  said 
Trust  ee ,  as  follows : 

For  ao count  of  the  above  named  Antonio  F. 

de  Navarro  $217,000 

For  account  of  the  above  named  Joaquin  del  Calvo  }68,QQ© 

For  account  of  the  above  named  Demetrio  Peroz 

de  la  Riva  210,000 

For  account  of  the  above  named  Juan  M.  Ceballos  171,500 

Total  .  $760,500 

Such  seven  hundred  and  sixty  six  thousand  five  hundred 
dollars  ($766,500)  of  the  stock  of  the  said  parties  shall 
be  held  by  the  said  Trustee  for  a  term  of  five  (5)  years 
so  that  the  same  may  not  be  disposed  of  nor  distributed 
without  the  concurrence  of  all  the  parties  hereto,  and 
so  that  the  management  of  the  Company  shall  remain  under 
the  control  of  the  same  Board  of  Directors  aB  are  first 
elected  and  said  stock  shall  be  held  by  the  said  Trustee 
for  the  benefit  of .said  stockholders  during  that  period 
with  the  right  and  privilege  of  the  Trustee  to  vote  upon 
the  whole  of  said  shares  of  stock. 

It  is  further  agreed  that  out  of  the  several  shares 
of  stock  to  be  issued  on  account  of  the  parties  hereto 
there  shall  also  be  issued  forthwith  and  directly  to  the 
said  Trustee  stock  to  the  amount  of  one  hundred  and  three 
; thousand  ($103,000)  dollars  to  be  held  by  him  for  account 


of  the  said  parties  in  the  proportion  of  one-fourth  jl/4) 
thereof  for  each  party  hereto,  with  the  understanding 
that  the  said  stock  or  any  part  thereof  may  from  time  to 
time  be  called  for  by  the  concurrence  of  all  the  parties 
to  these  presents:  and  upon  such  demand  in  writing  the 
said  Trustee  is  forthwith  to  delivor  the  whole  or  any 
portion  thereof  to  the  person  or  persons  named  in  such 
demand  and  the  shares  of  stock  so  delivered  by  him  (out 
of  said  one  hundred  and  three  thousand  ($103,000)  doll¬ 
ars)  shall  be  proportionately  charged  to  each  one  of  the 
parties  hereto  of  the  first  part,  one  fourth  (1/4)  as 
aforesaid  to  each;  fractional  parts  to  be  charged  to  the 
several  parties  in  the  discretion  of  the  Trustee. 

The  balance  of  the  stock  of  the  said  Company  other 
than  that  issued  to  the  said  Trustee  and  for  cash  shall 
be  isstied  as  follows: 

To  Ijemetrio  Perez  de  la  Riva,  guaranteed  stock  shall 
be  issued  and  delivered  to  the  value  of  $300,000 

The  remaining  $328,500  of  such  capital  stock  shall 
be  issued  to  the  parties  above  named,  being  the  balance 
of  the  shares  to  which  they  are  hereto  entitled  as  above 
set  forth,  only  so  soon  as  the  concession  or  license 
herein  provided  shall  have  been  duly  issued  by  the  au¬ 
thorities  of  the  City  of  Havana,  in  the  following  pro¬ 
portions:  to  the  said  Reraetrio  P.  de  la  Riva,  $90,000; 
to  said  Antonio  I\  de  Navarro,  $93,000;  to  the  said  Juan 
M.  Ceballos,  $73,500;  and  to  the  said  Joaquin  del  Calvo , 
$7)2,000. 

In  the  meantime,  however,  should  such  stock  be  is-, 
sued,  before  such  grant  or  concession,  the  same  may  be 


issued  and  delivered  to  said  Trustee,  in  the  names  of  the 
parties  respectively  entitled  thereto  as  above  set  forth. 

Of  the  six  hundred  and  twenty  six  thousand  ($626000) 
dollars  of  stock  issued  to  or  for  account  of  de  la  Riva, 
throe  hundred  thousand  ($300,000)  dollars  thereof  shall 
be  guaranteed  by  the  directors  as  preferred  stock  (as 
above  set  forth)  to  the  extent  of  five  per  cent,  per 
annum,  to  be  paid  out  of  the  not  earnings  of  the  said 
Company  and  to  be  non-cumulative. 

If  for  any  reason  any  of  the  directors  composing 
the  Board  of  said  Havana  Electric  Light  Company  shall 
fail  to  qualify  or  to  act  as  such  director  and  the  re¬ 
maining  directors  fail  for  a  period  of  ten  days  after 
such  failure  to  unanimously  agree  upon  the  appointment 
and  so  to  appoint  his  successor  or  should  any  one  of 
such  remaining  directors  in  writing  so  request  the  said 
Trustee,  then  the  said  Charles  Coudert  is  to  name  such 
successor  and  to  fill  the  vacancy  caused  by  failure  of 
said  director  to  qualify  or  to  act. 

If  the  concession  or  license  for  the  City  of  Havana 
shall  not  have  been  duly  obtained  within  six  months  from 
June  10th  instant,  this  agreement  shall  be  deemed  void 
and  of  no  effect,  and  if  the  patents,  rights  and  privil¬ 
eges  above  referred  to  shall  not  have  been  duly  assigned 
to  the  said  Company  within  thirty  days  from  the  date  of 
ino6rporation  thereof,  this  contract  shall  likewise  be 
void  without  damages  to  any  party  hereto  as  against  an- 


If  said  Juan  M.  Ceballos  within  two  months  from  the 
date  of  the  grant  of  the  concession  by  the  authorities 
of  Havana,  shall  give  written  notice  to  the  Company  that 
he  desires  the  whole  or  any  portion  of  the  bonds  to  be 
issued  by  it  to  be  of  a  denomination  of  five  hundred 
(§500)  dollars  each,  so  many  of  such  bonds  as  he  shall  so 
desire  shall  be  issued  to  him  of  that  denomination;  he 
may  also  in  the  same  manner  request  the  interest  to  be 
payable  quarter-yearly  and  also  to  be  made  payable  on  the 
face  of  the  bond  or  coupon  at  a  designated  agency  in  the 
City  of  Havana,  or  at  the  Company’s  office  in  the  City  of 
New  York,  in  which  case  such  request  shall  be  complied 
with . 

IN  Y/ITNESS  WHEREOF  the  parties  have  hereto  set 
their  hands  this  18th  day  of  June,  1888,  at  the  City  of 
New  York. 

In  presence  of  A.  F.  de  Navarro  (L.S) 

D.  F.  Sullivan  j.  del  Calvo  (L.S) 

Demetrio  Perez 

de  la  Riva  (L.S) 

J.  M.  Ceballos.  (L.S) 


■J>hjJruo  .cfi 

~  V  • 

&A*zj/e<i  &<rz-t'cfozJ 7 
Jr 


Jdfr'de.Js  -/f. "  fff-/: 


MEMORANUM  OT  AGREEMENT,  between 
ANTONIO  F.  de  NAVARRO,  JOAQUIN  DEL  CALVO,  DEMETRIO  PEREZ 
de  la  RIVA  and  JUAN  M.  CEBALLOS ,  parties  of  the  first 
part,  and  CHARLES  COUDERT,  of  the  City  of  New  York, 
party  of  the  second  part: 

For  and  in  consideration  of  the  various  oovenants 
and  agreements  of  the  parties  of  the  first  part  herein¬ 
after  set  forth,  the  said  Charles  Coudert,  party  of  the 
second  part,  hereby  agrees  to  act  as  Trustee  for  the 
said  parties  of  the  first  part  in  holding  and  voting 
upon  the  shares  of  stock  in  the  Havana  Electric  Light 
Company  hereinafter  mentioned,  for  the  term  of  five 
years  from  the  date  of  transfer  to  him  of  said  stock. 

The  parties  of  the  first  part  each  for  himself  here¬ 
by  covenants  and  agrees  that  he  will  immediately  upon 
the  issue  of  stock  by  the  said  Havana  Electric  Light 
Company  cause  to  be  issued  to  the  said  Charles  Coudert 
party  of  the  second  part,  stock  of  the  said  Havana  Elec¬ 
tric  Light  Company  of  the  par  value  of:  the  said  4nton- 
:  io  de  Navarro,  two  hundred  and  seventeen  thousand 
($217, 000)  dollars;  the  said  Joaquin  nel  'Calvo,  one 
!  hundred  and  sixty  eight  thousand  ($168,000)  dollars; 
the  said  Demetrio  P.  de  la  Riva,  two  hundred  and  ten 
thousand  ($210,000)  dollars,  and  the  said  fuan  M,  Ce- 
ballos,  one  hundred  and  seventy  one  thousand  five  hund¬ 
red  ($171,500)  dollars,  and  to  that  end  this  instrument 
is  intended  as  an  authorization  to  the  proper  officers 
•— of  said  Company  so  to  issue  said  stock,  being  in  the 
aggregate  seven  hundred  and  sixty  six. thousand  five 


hundred  ($7.68.500)  dollars  of  the  par  value  of  such 
stock, 

And  it  is  further  agreed  by  and  between  all  the 
parties  hereto  that  the  said  stock  shall  be  held  by  and 
remain  in  the  name  of  the  said  Charles  Coudert  for  the 
period  of  five  years  from  the  time  of  said  issue  and 
that  the  said  Oharles  Coudert  shall  have  full  right  and 
authority  to  vote  upon  said  shares  in  any  and  all  mat¬ 
ters  coming  before  the  stockholders  of  the  said  Havana 
Electric  Light  Company,  whether  for  the  election  of 
directors  for  said  Company  or  for  any  other  proceeding, 
matter  or  thing  which  may  lawfully  dome  before  said 
stockholders  for  determination  or  within  their  cogni¬ 
zance-.  And  if  for  any  reason  any  of  the  directors  com¬ 
posing  the  Board  of  said  Havana  Electric  Light  Company 
shall  fail  to  qualify  or  to  act  as  such  director  and 
the  remaining  directors  fail  for  a  period  Of  ten  days 
to  unanimously  agree  upon  the  appointment  and  so  to  ap¬ 
point  his  successor  or  should  any  one  of  such  remaining 
directors  in  writing  so  request  the  said  Trustee,  then 
the  said  Charles  Coudert  is  hereby  empowered  by  virtue 
of  the  trust  aforesaid  and  as  the  attorney  in  fact  and 
proxy  of  said  remaining  directors  to  name  such  successor 
and  to  fill  the  vacancy  caused  by  failure  of  said  di¬ 
rector  to  qualify  or  to  act  and  this  instrument  shall 
for  such  purpose  be  deemed  an  irrevocable  power  of  at¬ 
torney.. 

And  the  said  Charles  Coudert  hereby  agrees  to  re¬ 
ceive  any  dividends  that  may  be  declared  upon  the  stock 


aforesaid  and  to  pay  over  the  dividends  so  received  to 
said  parties  of  the  first  part  in  the  proportion  of  the 
stock  held  for  them  after  deduction  of  compensation 
hereinafter  agreed  upon,  and  he  further  agrees  that  on 
the  expiration  of  five  years  from  the  issue  to  him  of 
said  stock  to  transfer  and  deliver  to  each  of  said  part¬ 
ies  of  the  first  part  or  his  assign  and  legal  repres¬ 
entative  the  said  shares  so  received  from  him  after 
deduction  of  the  compensation  hereinafter  provided  for. 

It  is  further  severally  agreed  by  the  parties  hereto 
of  the  first  part  that  out  of  the  respective  amounts  of 
stock  to  be  by  each  of  them  received  under  an  agreement 
in  writing  between  them  bearing  even  date  herewith  they 
shall  cause  the  additional  sum  of  One  hundred  and  three 
thousand  ($103,000)  dollars  of  the  Capital  Stock  of  said 
Havana  Eleetrie  Light  Qov  to  be  issued  to  the  said  party 
hereto  of  the  second  part,  the  said  stock  to  be  charged 
to  the  parties  hereto  of  the  first  part  in  the  propor¬ 
tion  of  one-fourth  (1/4)  thereof  to  each  of  them,  frac¬ 
tional  parts  to  be  charged  in  the  discretion  of  the 
Trustee1, 

It  is  further  agreed  that  of  the  foregoing  stock  the 
said  sum  of  One  hundred  and  three  thousand  ($103,000) 
dollars  may  be  called  for  at  any  time  concurrently  by 
all  the  parties  of  the  first  part,  and  upon  such  demand 
in  writing  the  said  Trustee  shall  forthwith  deliver  the 
whole  or  any  portion  thereof  to  the  person  or  persons 
named  in  such  demand;  any  shares  of  stock  so  delivered 
by  him  shall  be  charged  to  each  oneof  the^parties  hereto 


of  the  first  part  in  the  proportion  of  one-fourth  (1/4) 
thereof  to  each  of  the  parties  of  the  first  part,  frac¬ 
tional  parts  to  be  charged  in  the  discretion  of  the 
Trustee., 

In  consideration  of  the  acceptance  of  the  aforesaid 
trust  by  the  said  Charles  goudert  and  of  the  services 
which  he  agrees  to  render  in  the  receipt  and  distribu¬ 
tion  of  such  dividends,  the  parties  hereto  covenant  and 
agree  to  and  with  the  said  Charles  Ooudert  that  he  shall 
receive  and  retain  as  compensation  for  his  services  as 
such  Trustee  three  (3)  per  centum  on  the  amount  of  any 
dividends. 

And  the  parties  of  the  first  part  further  respect¬ 
ively  covenant  and  agree  to  and  with  the  said  Charles 
Coudert  for  the  same  considerations  above  recited  and 
the  holding  of  such  stock  and  care  thereof,  and  action 
in  reference  thereto,  that  he  shall  receive  and  retain 
as  and  for  his  compensation  for  the  execution  of  said 
trust  at  its  termination  and  for  the  care  of  the  secur¬ 
ities  so  entrusted  to  him,  an  amount  equivalent  to  five 
(5)  per  centum  of  the  stock  so  transferred  to  him. 

It  is  further  agreed  that  in  the  event  of  the  writ¬ 
ten  request,  duly  acknowledged  or  proved,  of  the  parties 
hereto  of  the  first  part,  or  of  their  legal  represent¬ 
atives,  the  said  party  of  the  second  part  shall  forth¬ 
with  consent  to  the  cancelment  of  this  trust,  upon  re¬ 
ceiving,  however,  the  compensation  above  expressed,  and 
he  shall  deliver  the  stock  aforesaid  to  said  parties. 

IN  WITNESS  WHEREOF  We  have  hereunto  set  our  hands 


and  seals  this  18th  day  of  June,  1888. 

In  presence  of  A-.  F.  de  Navarro.  (Ir.S) 

D,  F.  Sullivan.  J.  del  Calve.  (I/.S) 

Demetrio  Perez 

de  la  Riva.  (L.S) 

J.  M.  Ceballoe.  (L.S'J 


■  |  Jj)ay&<*/ x/>  /<&?. 


THIS  MEMORANDUM  OP  AGREEMENT,  made  the  eighteenth 
day  of  July,  1888,  by  and  between  Antonio  P.  de  Navarro, 
party  hereto  of  the  first  part,  and  the  Edison  Spanish 
Colonial  light  Company,  a  corporation  of  the  state  of 
New  York,  party  hereto  of  the  second  part, 

Witnesseth: 

Whereas,  by  a  certain  Agreement  bearing  date 
the  18th  day  of  June,  1888,  made  by  and  between  the  said 
Antonio  P,  de  Navarro,  Joaquin  Del  calvo,  Demetrio  Perez 
de  la  Riva  and  Juan  M.  Oeballos,  hereinafter  called  the 
ISecohdiAsreement" ,  said  Navarro  is  entitled  to  receive 
a  certain  part  of  the  Capital  Stock  of  the  Havana  Elec¬ 
tric  light  Company  in  consideration  of  his  assigning  or 
causing  to  be  assigned  in  due  form  to  the  Havana  Elec- 
.tric  light  Company  all  the  so-called  ''Edison"  patents 
under  the  laws  of  Spain  for  electric  lights  and  com¬ 
prising  a  complete  system  of  electric  lighting  substan¬ 
tially  as  now  in  use  in  this  City  and  other  parts  and 
which  are  now  owned  by  the  "Edison  Spanish  Colonial 
light  Company"  and  being  all  the  patents  and  rights 
owned  by  the  last  named  Company  for  electric  lighting, 
power  and  such  other  use  of  electricity  as  may  be  legal 
;  under  the  rights  and  patents  so  assigned,  for  use  and 
;  exploitation  in  the  Province  of  Havana; 

AND  WHEREAS ,  by  an  assignment  of  even  date  herewith, 

;  the  said  Edison  Spanish  Colonial  light  Company  has,  at 
the  request  of  the  said  Navarro,  assigned  to  said  Hav- 
:  ana  Electric  light  Company  the  right  to  said  patents  for 
The  Province  of  Havana  in  the  Island  of  SubTln  conform- 


ity  with  and  as  called  for  by  the  said  "Second  Agree¬ 
ment": 

NOW,  THEREFORE,  in  consideration  of  One  Dollar  by 
said  Edison  Spanish  Colonial  Light  Company  to  the  said 
Navarro  in  hand  paid  and  other  valuable  considerations 
the  receipt  whereof  is  hereby  acknowledged,  and  in  fur¬ 
ther  consideration  of  the  making  of  the  assignment 
above  recited  as  aforesaid,  the  said  Navarro  does  cov¬ 
enant  and  agree,  for  himself,  his  heirs,  executors,  ad¬ 
ministrators  and  assigns,  to  and  with  the  said  Edison 
Spanish  Colonial  Light  Company,  its  successor  or  suc¬ 
cessors  and  assigns,  that  he,  the  said  Navarro,  his  ex¬ 
ecutors,  administrators  and  assigns,  will  hold  all 
stocks,  dividends,  rights  and  interests  whatsoever  now 
,  accrued  or  hereafter  from  time  to  time  to  accrue  to  him, 
the  said  Navarro,  his  executors,  administrators  or  as¬ 
signs,  under  or  by  reason  of  said  "Second  Agreement!!, 
for  the  sole  benefit  and  use  of  said  Edison  Spanish 
Colonial  Light  Company,  its  successor  or  successors  and 
assigns ,  and  will  and  shall  from  time  to  time  and  at  any 
and  all  times  upon  demand  make  such  assignments,  trans¬ 
fers  and  other  disposition  of  said  stocks,  dividends, 
rights  and  interests  or  any  of  the  same,  accrued  or  to 
accrue  as  aforesaid,  as  said  Edison  Spanish  Colonial 
Light  Company,  its  successor  or  successors  or  assigns 
shall  direct,  authorize  or  require,  provided  always  that 
such  direction,  authority  or  requisition  be  consistent 
with  the  terms  of  said  "Second  Agreement". 

IN  WITNESS  WHEREOF  the  said  party  of  the  first  part 


has  hereunto  set  his  hand  and  seal  and  tho  said  Edison 
Spanish  Colonial  Light  Company  has  caused  its  corporate 
seal  to  be  hereunto  affixed  and  attested  by  its  Pres¬ 
ident  or  Secretary  the  day  and  year  first  above  men¬ 
tioned. 

Signed,  sealed  and  delivered 
in  the  presence  of 

Richard  J.  English.  A.  E.  de  Navarro  jL.S.) 

(Seal)  Edison  Spanish  Colonial  Light  Company, 

,  by 

Richard  E.  O'Brien, 


Secretary. 


I  -  '  .'*¥•■ 

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A-olXov.j,s.;  CAi-fit 
.  '.wt  tJ.Ucr. 
in<a-nttsii  or  iUrd 
doc  A  dr  0)1  •  Cl.: An-: 

\p.rc<T  Ale  out- put.  tlx!  chorvpor  they  v»ilT  bo. 
.'Since  dill  llnrol  loft,  htwo  diacarded  y.-ny.  :nrt 
hnvc  a  substance  that  in  porfhc-,  nlr.o 
independent  of  temperature  nnd  cbotqi.  " 


WHEREAS  by  an  instrument  in  writing  dated  the  18th 
day  of  June,  1888,  Antonio  F.  de  Navarro,  Joaquin  Del 
Calvo ,  Demetrio  Perez  de  la  Riva  and  Juan  M.  Ceballos 
agreed  each  with  the  other  to  cause  a  corporation  to  be 
formed  under  the  laws  of  New  Jersey  with  a  capital  stock 
of  $1,500,000,  to  be  entitled  "Havana  Electrio  Light  Com- 
"pany" ,  for  the  purpose  of  the  manufacture  and  sale  of 
electric  light  and  power  in  the  Island  of  Cuba,  and  also 
to  make  such  implements,  machinery  and  appurtenances  as 
may  be  useful  or  necessary  for  carrying  out  the  said 
purposes,  and  generally  to  do  in  relation  thereto  all 
that  may  be  reasonable  and  proper; 

AND  WHEREAS  the  said  Antonio  P.  de  Navarro  in  the 
same  instrument  agreed  to  assign  or  cause  to  be  assigned 
in  due  form  to  the  said  Company  all  the  so-called  "Edi- 
"son"  patents  under  the  laws  of  Spain  for  electrio  light¬ 
ing  and  comprising  a  complete  system  of  electrio  lighting 
substantially  as  then  in  use  in  the  City  of  New  York  and 
other  parts,  and  which  are  now  owned  by  the  "Edison 
Spanish  Colonial  Light  Company",  and  being  all  the  pat¬ 
ents  and  rights  owned  by  the  last  named  company  for  elec- 
trie  lighting,  power  and  such  other  use  of  electricity 
as  may  be  legal  under  the  rights  and  patents  so  to  be 
assigned  for  use  and  exploitation  in  the  Province  of 
'  Havana,  Cuba. 

AND  WHEREAS  the  said  Demetrio  Perez  de  la  Riva  in 
the  same  instrument  agreed  to  use  his  best  endeavor  to 
' — -Obtain  within  six  months  from  the  18th  day  of  June,  1888, 
for  the  said  Havana  Electric  Light  Company  from  the "prop- 


er  municipal  authorities  a  license,  grant  or  concession 
in  due  form  for  the  exclusive  use  in  the  City  of  Havana, 
Cuba,  of  electric  light,  that  is  to  say,  an  exclusive 
license  to  conduct  and  operate  within  the  limits  of  the 
said  City  a  system  of  electrical  distribution  for  pur¬ 
poses  of  light,  heat  and  power,  in  a  manner  generally 
known  as  Central  Station  electric  lighting  and  to  estab¬ 
lish  circuits  by  the  erection  of  poles  and  suspension 
thereon  of  wires  for  an  aerial  system  through  the  streets 
of  said  City,  or  by  the  excavation  of  trenches  along  and 
through  said  streets  for  an  underground  system,  for  the 
purposes  aforesaid,  which  said  exclusive  license  is  to 
cover  a  period  of  not  less  than  twenty  years  from  the 
date  of  same. 

NOW,  THEREFORE ,  XT  IS  MUTUALLY  AGREED  between  the 
said  Companies,  as  follows: 

FIRST:  In  consideration  of  the  premises  ,  and  the 
further  consideration  of  Five  dollars  paid  to  the  under¬ 
signed  before  the  execution  and  delivery  hereof,  as  well 
as  other  good  and  valuable  consideration,  the  said  under¬ 
signed  the  said  "Edison  Spanish  colonial  Light  Company"  , 
has  assigned,  and  by  these  presents  does  assign  to  and 
unto  the  above  named  "Havana  Electric  Light  Company"  all 
its  right,  title  and  interest  in  the  following  described 
letters  patent  of  the  jfingdom  of  Spain  within  and  for  the 
territorial  limits  of  the  Province  of  Havana,  Cuba,  but 
not  elsewhere,  viz: 

Letters  Patent  dated  February  1st,  1879,  for  im¬ 
provement  in  method  and  means  for  producing  currents  and 


light  by  electricity. 

Letters  Patent,  October  4th,  1879,  for  improvements 
in  electric  lights. 

Letters  Patent,  March  12,  1880,  for  improvements  in 
electric  lamps  and  in  the  method  of  manufacturing  the 
.  same. 

Letters  Patent,  February  20,  1880,  for  improvements 
in  methods  and  means  for  producing  currents  and  light  by 
electricity. 

Letters  Patent,  November  10,  1880,  for  improvements 
in  the  utilization  of  electricity,  consisting  in  a  system 
and  certain  improved  methods  for  generating  and  measuring 
the  electricity  and  translating  it  into  light,  heat  and 
motive  power 

Letters  Patent,  February  21st,  1881,  for  improve¬ 
ments  in  machines  for  generating  and  utilizing  electri¬ 
city. 

Letters  Patent,  April  26,  1881,  for  improvements  in 
carbons  or  incandescent  conductors  for  electric  lamps. 

Letters  Patent,  April  2,  1881,  for  improvements  in 
systems  of  conductors  for  the  distribution  of  electricity 
as  lighting  and  motive  power  agent  and  in  the  appliances 
relating  thereto. 

Letters  Patent,  April  2,  1881,  for  improvements  in 
means  for  measuring  the  quantity  of  electric  current 
passing  by  a  circuit. 

Letters  Patent,  June  27,  1881,  for  improvements  in 
magneto  or  dynamo  electric  machines  applicable  to  gener¬ 
ators  and  engines. 


Letters  Patent,  July  21,  1881,  for  improvements  in 
vebermeters  and  apparatus  for  measuring  and  registering 
the  current  which  passes  by  conductors. 

Letters  Patent,  September  5,  1881,  for  improvements 
in  the  process  of  manufacturing  and  treating  carbons  for 
incandescent  electric  lamps  and  in  the  constituent  parts 
thereof. 

Letters  Patent,  September  5,  1881,  for  improvements 
in  the  process  of  manufacturing  and  constructing  incan¬ 
descent  electric  lamps. 

Letters  Patent,  September  15,  1881,  for  improvements 
in  devices  for  measuring  the  electric  current  passing 
through  or  used  upon  a  certain  circuit. 

With  full  power  to  use  the  respective  inventions 
therein  described  and  to  make,  use  and  vend  to  others  to 
be  used  the  improvements  therein  secured  by  letters  pat¬ 
ent  aforesaid,  and  in  every  otherwise  to  use,  occupy  and 
enjoy  the  same  with  all  the  rights  and  privileges  there¬ 
unto  appertaining  within  the  said  Province  of  Havana, 
Ouba,  but  not  elsewhere,  to  the  end  of  the  respective 
terms  thereof,  as  well  as  of  any  extension  or  extensions 
of  the  same,  as  fully  and  completely  as  the  undersigned 
might  or  could  use,  occupy  and  enjoy  the  same  if  these 
presents  had  not  been  made. 

Provided  that  in  case'  the  said  Havana  Electric  Light 
Company  or  its  assigns  shall  not  within  one  year  from  the 
date  of  this  instrument  obtain  the  concession  from  the 
municipal  authorities  of  the  City  of  Havana  mentioned  in 
the  first  above  recited  agreement  or  shall  not  within  two 


years  from  the  date  hereof  actually  engage  in  the  busines 
of  electric  lighting  thereunder  to  the  extent  of  at  least 
5000  lights  within  the  said  City  of  Havana,  either  under 
the  said  Patents  or  otherwise,  then  and  in  either  case 
the  said  Havana  Electric  Light  Company,  on  demand,  at  its 
option,  shall  either  re-assign  or  cause  to  be  re-assigned 
to  the  Edison  Spanish  Colonial  Light  Company  all  the 
right,  title  and  interest  in  or  by  this  instrument  as¬ 
signed  by  it  or  pay  to  the  said  Edison  Spanish  Colonial 
Light  Company  the  full  par  value  in  cash  of  all  the 
§336,000  of  Stock  mentioned  in  the  Third  Article  hereof 
upon  the  transfer  and  delivery  of  all  the  said  stock  to 
the  said  Havana  Electric  Light  Company,  and  thereupon 
this  agreement  shall  become  void  and  of  no  effect. 

SECOND:  All  right,  title  and  interest  assigned  as 
above  relates  exclusively  to  the  territorial  limits  of 
the  Province  of  Havana,  and  the  said  Havana  Electric 
Light  Company  agrees,  for  itself,  its  successors  and  as¬ 
signs,  that  it  will  not  make,  use  or  vend  or  license 
others  to  make,  use  or  vend  any  of  the  inventions  or  im¬ 
provements  described  in  the  Letters  Patent  aforesaid  ex¬ 
cept  within  the  said  territorial  limits. 

THIRD:  The  said  Havana  Electric  Light  Company  re- 
eognizesthe  instrument  in  writing  executed  by  the  said 
Antonio  IV  de  Navarro  and  dated  the  18th  day  of  July, 

1888,  as  a  good  and  valid  transfer  and  assignment  of  all 
right,  title  and  interest  of  the  said  Antonio  P.  de  Na¬ 
varro  in  and  to  §336,000  in  shares  of  the  capital  stock 
of  the  said  Havana  Electric  Light  Company,  secured  to  be 
issued  to  him  or  for  his  account  by  the  above  mentioned 


agreement  dated  18th  day  of  June,  1888,  and  agrees  to 
issue  the  said  $336,000  of  shares  to  and  in  the  name  of 
and  for  account  of  the  said  Edison  Spanish  Colonial  Light 
Company,  as  in  said  Agreement  of  June  18th,  1888,  is  pro¬ 
vided,  and  upon  the  failure  of  the  party  of  the  first 
part  so  to  issue  the  said  shares  within  three  months  from 
the  time  so  provided  this  agreement  shall  become  null  and 
void  and  of  no  effect,  and  the  said  Havana  Electric  Light 
Company,  its  successors  or  assigns,  shall  upon  demand 
re-assign  or  cause  to  be  re-assigned  to  the  said  Edison 
Spanish  Colonial  Light  Company  all  the  right,  title  and 
interest  in  or  by  this  instrument  assigned  by  the  latter 
Company. 

FOURTH:  The  said  Havana  Electric  Light  Company 
agrees,  for  itself,  its  successors  and  assigns,  that 
there  shall  be  no  increase  of  its  Capital  Stock  without 
the  consent  of  the  Edison  Spanish  Colonial  Light  Company 
so  long  as  the  said  Edison  Spanish  Colonial  light  Company 
shall  be  a  stockholder  in  the  said  Havana  Electric  Light 
Company. 

And  the  parties  hereto  mutually  agree  to  carry  out 
the  provisions  in  the  contract  between  Antonio  E.  de  Na¬ 
varro  and  Joaquin  Del  Galvo  and  others  herein  first  above 
recitedwith  respect  to  further  assignments  of  the  said 
Edison  Patents  to  be  exploited  within  other  cities,  towns 
and  villages  in  the  Island  of  Cuba  and  outside  the  Pro¬ 
vince  of  Havana:  for  which  similar  exclusive  licenses 
shall  be  obtained  within  the  two  years  mentioned  in  the 


contract  last  aforesaid. 


IN  WITNESS  WHEREOF  the  said  Companies  have  caused 
their  corporate  seals  and  the  signatures  of  their  Pres¬ 
idents  or  Secretaries  to  be  hereunto  affixed  this  14th 
day  of  August  1888, 

(Seal) 

Edison  Spanish  Colonial  Light  Company, 
by 

Richard  E.  O'Brien, 

Secretary. 

(Seal) 

Havana  Electric  Light  Company 
Jv  M.  Ceballos, 

Pre  st'. 


Cablegram.  Copy. 

Orange,  H.  J.,  Sept.  8,  1888. 

Do  not  consider  that  Gilliland’s  cables  answer  mine  to  yoou.  I 
shall  say  no  more. 


9a-iu^oiyuT~ 

j£r  /^Cr^ 


/rr^ 


firrt.  11,  .it,. 

Col.  ’-eorgo  K,  tiounmd, 

Hoar  Sir:- 

On  the  9th  of  August  I  oon- 
finnofl  my  cablegram  o  f  some  date  formally  notify  in';  you,  in  conr- 
p liana*  with  our  agreement, that  I  Would  bo  ready  to  supply  you 
witii  mach ine a  in  any  quantity  you  might  name,  commencing  on  the 
first  day  of  the  present  month. 

'  *  have  received  your  last  cablegram  Btating  that  you  depend 
upon  my  jud.^ent  to  regulate  the  daily  output  of  the  factory  on 
your  behalf. 

fhe  five  machines  per  diem  wlaioh  I  ordered  fbr  your  aooouwt 
T.'ill  be  furnished  you  until  X  am  able  to  lne reuse  the  number  to 
twenty  in  accordance  with  my  cablegram  of  yesterday. 

Please  sond  me  instructions  as  to  how  X  shall  make  shipments 
to  you.  I  would  auggcBt  that  you  uso  a  spooial  order  lb  rm  by 
which  to  control  your  supply,  as  you  vrill  doubtless  require  phono¬ 
graphs  to  be  sent  direct  fxom  here  to  different  places,  and  an 
established  system  will  prevwit  confusion. 

•  Also  pi  ease  arrange  with  your  bankers  in  New  York  for  pay¬ 
ments  t.o  be  made  me  on  diipmenta  for  your  account  against  bills  of 

r  /z.  s;  / 


L  | 

^-\ 

'.■/rrr. 


j 

flop*,.  11, WK. 

Ool.  StCoi'ko  K.  Uouraud,- 

hear  Sirrj- 

;I  bo  ft  to  confirm  the  follomnR 

j 

cablo.';i‘ima  received  from  you  and  t(ent  by  ua:  - 

i 

''at  ft,  »rrtSXW5,  K.  Y.  Sept.  8,  1888;’ 

"Your  last  received  her 4.  Gilliland  cabled  my 
decision  to  avoid  publicity;  regret  any  misunder¬ 
stand  ins!  you  can  boat  "judge  what  number  present 
perfection  justifies  m»i<  ins;  I  give  you  absolute  dis¬ 
cretion  to  fix  and  that  number  fbr  my  account; 

X  can  handle  double  ordered  by  Anvorioan  company'  if 
machines  equal  -Jilli lurid  ’  a  representations  of  v/hat  '  " 
they  will  bo.  Is  t  hi  s  “satisfactory  1  Answer  my  ad¬ 
dress.  British  Asso  citation  triumphant  success  elite 
of  scientific  world  present  house  full  twice-  number 
turned  away.  Wrap  ho  MLlnwed  to  half  empty  house,  ' 
fell  perfectly  flat."  j 

tiOUitAUT),  Norwood.  1  fiopt.  ln,  li-ttti* 

■Twenty  now  handmade  machines  very  pei-fcot, 
louder,  clearer  any  you  fyet  heard;  governor  and  ad- 
justmen  ts  perfeo  t;  single  small  coll  ninB  twelve  hours; 
.factory  machines  will  b<>  more  perfect;  only  provided 
five  daily  for  you;  will  increase  this  to  twenty,  but 
'  incroase  will  have  delay  of  two  months.  WV1S50JI. w  ■ 

UOURAUP,  Norwood.  !  Kept.  10,. SH. 

"  Do  yeu  ifcean  that  sixty;  not.  for  Mexico  inaludcH 
cost  of  machine  and  royalty?  KT11S0TT.  " 


0 


o 


SPECIAL  MEETING  of  the  BOARD  of  DIRECTORS 
of  the 

EDISON  PHONOGRAPH  O.OMPANY 

Held  at  the  Office  of  the  Company,  Orange,  N.  J.  on 
Tuesday  September  11,  1888. 

PRESENT:  Messrs.  Edison,  Batchelor  and  Tate. 

The  matter  of  Mr.  Gilliland’s  attempted  trans¬ 
fer  of  his  agency  contract  with  this.  Company  was  brought 
up  for  discussion. 

'Mr.  Edison  moved,  seconded  by  Mr.  Batchelor, 
the  following  resolutions: 

WHEREAS,  Mr.  Ezra  T.  Gilliland  has  made 
an  attempt  to  sell  and  assign  his  personal  agency  con¬ 
tract  with  this  Company  under  date  28th  day  of  October, 
1887,  to  Jesse  H.  Lippincott  of  the  City  of  New  York, 
and  has  executed  papers  to  that  effect;  and  without  the 
permission  of  this  Company,  thereby  divesting  his  said 
contract  of  the  sole  consideration  contained  therein  for 
making  it,  viz:  The  said  Gilliland's  personal  services, 
and  responsibility,  and 

WHEREAS,  The  said  Gilliland  has  by  at¬ 
tempting  such  sale  and  accepting  payments  of  money  on 
aoeount  thereof  violated  the  very  essence  of  his  agree¬ 
ment  with  this  Conpany, 

RESOLVED,  that  this  Board  by  virtue  of 
the ■: r ifeht $ sof  this  Conpany  under  said  contract,  hereby 


declares  said  contract  cancelled  and  annulled  and  au¬ 
thorizes  its  officers  to  take  such  action  as  they  may 
deem  necessary  on  behalf  of  this  Company  to  stop  the  pay¬ 
ment  of  any  moneys  to  the  said  Gilliland  on  account  of 
his  attempted  sale;  also  if  the  legal  rights  of  this 
Company  will  sustain  such  action  to  recover  from  the  said 
Gilliland  any  moneys  which  have  already  been  paid  to  him 
in  the  same  connection. 

WHEREAS,  the  contract  between  this  Com¬ 
pany  and  EJzra  T.  Gilliland  under  date  28th  day  of  Octo¬ 
ber,  1887,  has  been  violated  by  the  said  Gilliland,  as 
recited  in  the  foregoing  resolution,  and  the  Board  of 
Directors  of  this  Company  having  no  further  confidence  in 
the  integrity  of  the  said  Gilliland  have  this  day  con¬ 
firmed  the  cancellation  and  annulment  of  the  said  con¬ 
tract  , 

RESOLVED,  that  all  rightsas  an  agent 
granted  to  the  said  Ezra  T.  Gilliland  under  the  said 
agreement,  dated  28th  day  of  October,  1887,  be  and  hereby 
are  transferred  to  Thomas  A.  Edison,  fully  and  wholly, 
as  originally  granted  to  the  said  Gilliland,  and  this 
Board  confers  upon  the  said  Edison  the  right  to  transfer, 
sell  and  assign  his  rights  under  the  said  contract, 
should  he  elect  so  to  do,  and  that  the  Secretary  be  and 
is  hereby  instructed  to  have  such  contract  drawn  up  and 
the  Officers  of  this  Company  are  hereby  authorized  to 
execute  the  same  on  behalf  of  this  Company,  a  copy  of 


of  such  agreement  to  be  spread  upon  the  Minute  Book  imme 
diately  after  the  Minutes  of  this  meeting. 

Carried. 

The  meeting  then  adjourned. 

A.  0.  Tate, 


Secretary, 


'^AA judiyS 

Aip tfu 

Ki 


The  Edison  Lamp  Co., 


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The  Edison  Lamp  Co., 


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I 


May  18,1883.  Declaration  of  Trust  by  Fabbfci 
and  Christensen. 

May  18,1883.  Assignment  of  D.D. Field, Trustee, 

|  to  Railway  Co. 

..'March  6,1884.  Supplemental  Agreement. 

January  15,1885.  Agreement  between  S.D. Field 
and  T. A. Edison  et  al . 

January  IS, 1885.  Ins  true  tions  t  o  C.T.  Chri3ton-j 

3  en,  Trustee. 

January  16,1885.  Resolution  of  the  Board  of 
Directors  of  the  Electric  Railway  Co. .substituting  C.T. 
Christensen  as  Trustee, in  place  of  Charles  Dimon,and 
assent  of  Messrs.  Edison, Field  and  Eaton  thereto. 

^ -  February  4,1885.  ..Supplanental  Agreement  be¬ 

tween  the  light  Co.  and  .T.A.Edis on. 

^^-''^February  10,1885.  letter  of)  Edison  Electric 
light  Oo.  and  C.W.Field  to  C.T. Christensen;  and  Trustee's 
Certificate  No.  shares  of  Capital  Stock  of  Electric  Rail¬ 
way  Co. 

_ _ ■"  February  14,1885.  letter  of  S.  B. Eaton  to 

D.D. Field. 

February  24,1885.  Agroaoent  between  S.D. Field 
and  S.G. Reed, and  T.A.Edis on  and  S.B. Eaton. 

(a) 


II  February  24,1885.  Agreement  between  Edison 

jl  Electric  Light  Co.  and  T.A.Edison,  and  the  Electric  Railway 
||  Co.  of  the  U. S. 


February  24,1885.  Letter  .  of  Edward  H.John- 
||  s On, Pres' t.  to  the  Directors'  Electric  Railway  Co.  of 


May  21,1885.  Letter  vof  Edison  Electric  Light 
Co.  and  C.V/.Fiol  d  to  C.T.  Clu-is  tonson. 

March  2,1886.  Agroenent  between  S.D.Field, 

!  S.J. Reed, T.A.Edison  and  S.B. Eaton  for  distribution  of 
i:  15,000  shares  of  stock. 

If  you  ns  ed  copies  of  any  of  these  contracts 
jj  to  comploto  your  files, I  can  have  then  made  for  you  for  the 
jj  mere  cost  of  copying. 

Very  truly  yours. 


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_ October  29  th.  /£$£  8 

Dear  Sirj- 

I  learn  that  Mr.  Goddard  has  gone  to  Chicago  and  will  not 
return  to  this  City  Ibr  several  months.  This  makes  it  necessary 
to  appoint  sbme  other  person  to  audit  the  accounts  of  Mr,  Navarro, 
as  Treasurer  of  the  Edison  Spanish  Colonial  Company,  I  suggest 
that  Mr,  Niebuhr - a  well  known  accountant  of  this  City _ be  Ap¬ 

pointed  to  take  Mr.  Goddard's  place;  or,  in  case  you  prefer  some 
other  person,  1  would  be  glad  to  have  your  suggestions  so  that  I 
om  pr-esent  them  at  a  meeting  of  the  Trustees  whioh  we  oan  hold 
next  week. 

As  the  time  for  the  distribution  of  the  Stodc  to  yourself, 

Mr.  Navarro  and  ny  late  firm  has  arrived,  I  propose  to  have  the 
certificates  printed,  aid  to  send  the  500  share  certificate  in  the 
name  of  Mr.  Lowrey,  Trustee,  to  him  at  Paris,  with  an  assignment 
to  be  executed  by  him  of  167  (one  hundred  and  sixty  sbven)  shares 
to  you  and  balance  to  Mr.  Navarro  and  our  firm,  as  originally 
agreed. 

As  you  may  not  have  in  hand  copies  of  these  original  papers 
I  have  had  copies  made  from  the  originals  in  my  hands,  and  enclose 
same  herewith.  If  you  are  already  furnished  with  these  oopies 
please  return  to  me  those  now  enclosed. 


■  5^<(i£e>rne?/.)  9/^(^u'/ide/&?w,ct-'£  S^e&eer/ 


™T 

3$roctc<C ^iH.as  builoingj  Jht$£hC. 


Please  let  me  hear  from  you  at  your  early  convenience. 


Yours  very  truly, 


T.A»Edison,Esq., 

Orange  ,N.J. 


XX'bXi  4, 

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0°py.  29  Broad  St, ,  New  York, 

Nov.  19,  1888 . 

To  the  President  and  Directors  of  the  "KDISON  SPANISH 
COLONIAL  LICHT  COMPANY. 


In  accordance  with  yoiw  request  of  Nov.  8t.h,  I  havo 
made  a  thorough  examination  of  the  books,  accounts  and 
vouchers  pertaining  thereto,  of  your  Company  ftora  the  year 
1882  to  November  10th,  1888'. 

I  lmvo  iiP.rsonally  examined  every  voucher  for  moneys 
paid,  and  affixed  my  stamp,  to  each  such  voucher,  A  list 
accompanies  this  report  marked  "No.  1,"  showing  the  amount 
of  money  disbursed  each  year  with' the  total.  Also  the 
amount  of  interest  charges.  1 

I  have  examined  all  the  Journal  entories,  oomparod  them 
with  the  vouchers,  checked  all  Dodger  postings  and  find 
everything  correctly  and  properly  entered. 


A  copy  of  the  Trial  Balance  Sheet  as  of  date  Nov.  16th, 
1888  trill  also  accompany  this  report.  Tho  items  are  so  few 
and  probably  so  well  understood  by  you  all  that  no  analysis 
is  needed  from  me,  with  perhaps  the  exception  of  the  a/cs 
of  the  Havana  Agency  on  the  one  side,  and  «T.  P.  Navarro 
on  the  opposite  side. 

The  Havana  Agency  is  debited  with  §106,830.89,  which 
roi'i-Monta  tho  amount,  of  manoy  paid  out  ..by  . J.  P.  Navarro, 
Nsq.,  your  Treasurer,  for  everyth in®  eonnee ted  with  the 
business  of  your  Company,  including  interest  on  such  pay¬ 
ments,  divided  as  follows:  viz.,  •' 

Amount  of  cash  disbursed  as  per  vouchers  §83,873.08 
Interest  charges  88 . 987 . 81 

§106,830.89 


I  did  not  consider  it  worth  while  to  copy  this  a/o,  as 

it-  is  fully  itemized  in  all  its  detail  upon  the  Ledger, 
and  can  bo  more  satisfactorily  explained  from  that  account 
than  from  a  statement  sheet. 


■T .  P.  Navarro  is  credited  with  §94,380.89,  which  repre¬ 
sents  the-  same  amount  as  .aboyejllavana  Agency  ),  it  being  * 
for  moneys  advanced  by  him,  say  §88 , 873 ”.V)8 ' 

Interest  Credited  8a. 967. 81  106, 830.89, fre 

which  deduct  the  amount  of  his  original 
subscription  12.500,00 

and  leaves  to  his  credit  the  balance  of  rp  94, 880.89 


,SIh0Ul<i  an  or£sot  to  the  amount  of  the  Oash 

oV^rr  ns*i 'Se-s*’.'*"— - 61  ■»--* 
thi*  irs  rLi*irn‘„a" 

when  received  can  then  be  added. 

Re sp  opt, fully  Rnhmi tt e d 

OHAS.  o.  NIKBUHR,  Expert  Account 


( Signed ) 


[ENCLOSURE] 


No.  1. 


Cash  Paid  in  1882,  Credited  J.  P.  N.  $.'42,480.97 

Less  Charged  him  his  Subscription  12.500.00  19,960.97 

Cash  Paid  in  188!4,  Credited  .T.  3?.  N.  15, . 580, 86 

Xnt.  to  .Tan.  1,  8ft  No  180:4.62 

Less  int.  on  $12,500 

March  1,82  to  date  687.50  666.12 


Int.  to  .Tan.  1,84  No. 2597. 16 

Less  l.yr’s  int.  on  $12500  750.00  1.847.16  18,044.14 

Cash  Paid-  In. 1884  do  18,812.28 

Less  dividend' on  "In air  ance  Policy  20,00  18,292.28 

Sash  Paid-in  1885  do  5,895.80 

Interest  t:6  . Tan.  1,85  do  2,968.14 

Interest  t  o’ .Tan.  1,  86  do  8,702.46  12,065.90 

Cash  Paid  in  188:6  do  4,489.82 

Int.  to  .Tan.  1,  87  dO  4.821.42  8.811.24 

Cash  Paid  in  1887  dO  4,844.98 

Int.  to  .Tan.  1,  88  do  4,758.42  9,108.40 

Cash  Paid  to  July  1,88  do  8,086.09 

Less  for  sales  &  int.  659.04  .  . . 

8.48  677.52  2*408.57 

Interest  to  July  1,  1888 

Cash  Pd  July  1  to  Nov.  16,  88$1,914.22 
Less  for  sales  &  int.  959.88 

4.04  963.92 


Interest  from  July  1  to  November  16.88  2,057.98  3,008.28 

$94,330.89. 


OKAS .  0.  NIK  RUHR.. 

Auditor. 


2.636.11  5,044.68 

950.80 


[ENCLOSURE] 


TRXAIi  BALANCE  SHORT,  EDISON  SPANISH  COLONIAL  COMPANY . 

November  10th,  18S8, 

«  Capital  Stock  §100,000.00 

3  Capital  Stock  in  Suspense  37,500.00 

4  Patents  50,000,00 

44  J.  P,  Navarro  94,3.30.89 

63 - Havana.  Agency: _ _ _ 106, 88.9. .*». 

194,330.89  194,330.89. 


CHAS.  C.  NRI3UHR. 


Thomas  B.  Connery,  Esq,, 


Present. 


I  hereby  authorize  you  on  my  behalf  to  apply 
to  and  obtain  from  the  proper  authorities  of  the  Government  of 
Mexico,  a  concession  covering  the • introduction  and  sale  of  phono¬ 
graphs  in  Mexican  territory,  and  affording  me  such  protection  in 
connection  with  my  various  inventions  relative  to  the  phonograph 
as  the  said  Government  may  be  willing  to  grant. 

Yours  truly,.- - - - — - -y 


Thomas  B,  Connery,  Esq., 

Present. 


x'*‘UKOratory 

THOMAS  A.  EDISON, 

ORANGE,  N.  J. 

List 

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hoc.  U,  1. 


Pore-  ".’..UiU'fl,- 

I  have  to-day  «nnt  to  Pm?.  ’V.  P.  "arks  u 
letter  of  int  indue  t.ion  to  j<n.-  i!is  add  ronr.  in  "e/n  ’’di  a»n 

i  ’vonlrt  BUo^nsst,  that  you  v/.i  re  Prof.-  l;s,  nnhins  app  ointment  for 
.•■•’ride;.  I  have  corr-tunicated  with  hirt,  oxplaAnin:;  ti  nt  I  Pave 
mentioned  his  name  to  jou,  and  have  also  told  V. in,  “fine rail , 
the  class  of  work  which  you  would  expect  of  him. 

Mr,  In  Sill  him  handed  mo  the  revised  vrvio  run  dum,  sottinr: 
f..rt,h  the  tarns  of  eon  soli  elation  of  tho  X’rti  sn  n  ’’loot  tie  M<jht  •’in. 
and  tho  throo  manuCuo turirii'  establishments,  as  prepared  by  you, 
and  X  find  ti  n  sunn  to  bn  in  iio«"rdar<je  with  our  under  standing. 

Whilst  not  making  it  n  oondi  tion  of  my  agreement  to  tho  o<>n- 
F.olldntion,  X  would  hr;  ,';lud  if  you  can  possibly  arrange  it,  to 
have  an  opportunity  to  take  H«rio  portion  of  throo  million  do liars 
worth  of  a  took,  at  par,  which  tho  Ryndioatn  has  tho  riith*  to 
acquire  in  tho  event  of  tho  rev;  Company  deciding  to  issuo  stock 
Tor  further  capital.  Xf  tho  exploitation  of  the  business  is 
attended  tilth  that  success  which  we  hu»'0  the  r  ij'ht  to  oxpOot,  it 


l"  r,''“'5ir,5»  if  woha  thin-  la  rnBsibi.0,  « ■  fct  my  personal  in¬ 
terest  should  n--t  be  reduced  owin^  r.o  necessity  m  .•„i«o  further 
*  ™H  l»  a  •■»  homvor,  which  I  will  loavo  entirely 

.'T..,  and  «>:»U  trust  to  your  arran,:in«  it  fcr  no  if  you  find 

i  t  at  all  l  rant unable. 


1  r'hink  i('  oi‘  fcl  "  utmost.  importance  that  the  c on  it li dut  ion 
..t.ouJ  it  bu  j-usl.oti  sb  Aril ;■  as  possible.  X  understand  that  the 
f.ison  T.A-fiA  Oo.  has,  at  Xsst,  obtained  tin  r  j»;hT.  to  ar-uo  before 
th«  Court  of  tho  ’Tni ted  Stntoa  the  principal  point  in 

di  iiimtn  in  connection  with  their  patent,  litigation.  As  this 
uf-;unent,  will  t uk.-:  plane  within  the  next  few  •voofcs,  it  is  ..ory 
desirable  that  all  eta*  matters  should  he  arranged  before  ft  de¬ 
cision  is  made  by  the  Supremo  Court.  Should  t'-at  decision,  as 
we  have  every  reason  to  hope,  be  favorable  to  the  fdi  <r> n  hloctrio 
-T,i'-ht  l'lo">Pany,  it  is  ,lu at  possible  that  the  stockholders  of  tr«it. 
Company  mi>'»it  -ot  an  inflated  idea  of  the  value  of  their  pmperty. 
Under  those  circumstances  you  will,  d-ubtless  .•ncr>;?iisn  the  desira¬ 
bility  of  expediting  matters  to  the  fullest  possible  extent. 


,?ery  sincerely  yours, 


Henry  "illard,  ”scj. 


HARRY  F.  MILLER  FILE 


1889 


united  States  of  America  ^  : 

State  of  New  York  i  :  SS.: 

City,  and  County  of  Hew  York.: 

I,  Joseph  B.  Braman,  a  Commissioner  of  Deeds 
for  the  State  of  New  Jersey,  Gne  of  the  United  States  of 
America, in  and  for  the  State  of  Mew  York,  one  of  the 
United  States  of  America,  resident  in  tho  City  and 
County  of  Hew  York,  in  said  State  of  Hew  York, do  hereby 
certify  that  Henry  C.  Kelsey,  whose  name  is  signed  to 
tho  annexed  Certificate  of  Authentication  and  thereon 
written, was  at  the  time  of  making  such  Certificate,  the 
Secretary  of  State  of  the  State  of  Hew  Jersey  aforesaid, 
duly  authorized  to  make  such  Certificate  by  the  laws  of 
said  State  of  Hew  Jersey,  and  that  his  signature  to  the 
said  annexed  Certificate  of  Authonti cation  is  genuine. 

I  further  certify  that  the  impression  of  Seal  upon 
said  annexed  Certificate  of  Authentication  was  at  the 
time  of  making  such  Certificate  an  impression  of  tho 
Seal  of  said  State  of  New  Jersey. 

.  ,  IN  WITNESS  WHEREOF ,  I  have  hereunto  set  my  hand 
and  affixed  my  official  seal,  this  24th  day  of  January 
A.  D.  .1889. 

COMMISSIONER  ON  DEEDS  FOR  THE  STATE 
; _  OF  KEY/  JERSEY, IN  AMD  FOR  THE  STATE 

IJafe.oI  Beta ... _ ^ 

DEPARTMENT  OF  STATE. 


ISO  .Broadway, Jam  20,1800. 


T.A.Bdiscn  Ksq., 

Dear  Sir: 

Jhe  arrangement  for  ray  services  tie  your 
uttor-n  oy  I  understand  to  bo  this : 

(2)  Whenever  requested  by  you, I  am  to  servo 
you  professionally  as  your  personal  counsel  tmt!  legal  ad¬ 
visor,  and  am  to  bo  paid  thorofbr  an  annual  rotainar  of 
§8,000, ,  pa  sib  3  o  monthly, beginning  a:’,  of  Sop  tom!)  or  28,2888. 
'fb-’iti  retainer  in  to  waver  al  2  my  cash  disbursements  of 
every  bind, in eluding  travel  in;-  oxponsos  to  and  from  Orange, 
stenographic  and  tyro-.vriti.nj;  charges .telegrams ,pootago  and 
all  ordinary  each  outlay.  Wholher  or  not  I  am  to  . 
receive  from  t.  too  to  time  any  other  and  further  o  onp onaat ion 
io  to  bo  loft  entirely  to  your  di  Karo  tion,  it  bo tog ,how ov o r . 
undorritood  that  you.  are  to  r  or.)  ember  ino  to  such  an  ox  to  rib 
as  yon  may  think  proper  whan  apportioning  amonj;  y t?.ir  staff 
extra  roward  or  oompenoatioh.  I  am  '/rilling  to  2  oavo  th.is 
entires  y  to  you. 

(8)  Litigated  bus  toons  ,  in  c  2nd  inj;  for  instanoo 
your  claim  against  Gilliland  and  Tom!  too  en,ia  to  bo  oral  ti¬ 
ded  from  the  above  c anponsation.  For  that  class  of  work 
I  am  to  be  paid  snoh  fair  and  reasonable  o onponsa tion ,wl th- 
out  Began!  to  the  above  arrang cm ant , as  may  bo  proper. 

I  do  not  anticipate  that  you  will  over  have  any  fault  to 
find  with  my  bills  in  this  regard, but  if  yai  do, I  am  quite 
willing  to  leave  thin  al  so  to  you, yon-  dociaion  to  bo  fi¬ 
nal  . 

I'A)  WheneVor  a  quos  tion  arises, as  to  Y/hoth  or 
in  any  particular  matter ,sBrviess  and  disbursements  are  to 
bo  considered  as  appertaining  io  yourself  and  to  bo  covered 
by  the  said  §8,000., or  whether  th ey  arc  to  bo  considered 
as  proper  charges  against  a  third  party,  your  decision  is 
t,  o  bo  final . 

(4)  All  services  and  disbursements  of  my  firm 
axu  included  in  the  a l»v o  arrangeineYrt, this  lotto'  covering 
their  work  and  outlay  just  as  if  done  by  mo.  that  is  to 
say, I  will  take  care  of  my  fins, out  of  what  I  cot» 

(SJ  Should  any  dissatisfaction  arise  b  otwoon 
us,eitlier  party  may  terminate  this  ammggmgriHr  on  throo 
months  written  notion. 

1  send  yai  two  c.apiai  of  this  letter,,..  If  the 
loiter  moots  yairrapprova-l, -please  write  yauenatao  a.t-thp 
bottom  of  both  c^iori, arid  Shari  return  one  to  me, and  file 
t Itc  other  away  among  your  ov;n  papers , 

Hoping  this  will  prove  satisfactory.  #o  you, 
as  it  is  to  mo,  I  renato,doar  sir. 


,  l  HIS  AS  K  r.  E  M  EN  T  made  this 
day  of  by  and  between  the 

PENNSYLVANIA  .RAILROAD  COMPANY, 


a  corporation  organized  and  existing:  under  and  by  virtue 
of  the  laws  of  the  State  of  PENNSYLVANIA,  party  of  the 
first  part,  and  THOMAS  A.  EDISON,  of  Llewellyn  Park, 
in  the  State  of  New  Jersey,  party  of  the  second  part. 

T/  itnesseth 

TOIEREAS,  the  party  of  the  second  part  has  invented 
certain  new  and  useful  improvements  in  telegraphy, 
called  the  phonoplex,  particularly  set  forth  and  des¬ 
cribed  in  the  following  Letters  Patent  of  the  United 
States  and  applications  therefbr,  to  wit:  Letters  Patent 
Ho.  333,289  to  Thomas  A.  Edison,  for  an  improvement  in 
telegraphy,  dated  December  29th,  1885;  Letters  Patent. 

No. 333, 290  to  Thomas  A.  Edison,  fop  an  improvement  in  ' 
telegraphy,  dated  December  28th,,  1885.;  application  fdr  " 
an  improvement  in  telegraphy,  filed  October  .fiSSd.;..  1885,  arid 
numbered  180,689;  application  for  'an  iniprp'vement  in 
telegraphy,  filed  October  23d,  1885,  and, numbered  180,  - 
690;  Explication  for  an  improvement  iy$  telegraphy,  filed  - 
November  24th,  1885,  and  numbered  183-j 895;  ••’application;^, 
fbr  an  improvement'  in  telegraphy,  filed  .February  igth;-,  : 
1886,  and  numbered  192,483;  application  for  ; ah.  impros.y®-' 
merit  in  telegrtphy,  filed  February  19th,  1886,  and  • 
-numbered  .192,484; -.application  for  an  improvement  in 
telegraphy,  filed  May  15th,  1886,  and  numbered  202,226. 


AND  TOIEREAS,  by  the  use  of  the  invention  and  in¬ 
ventions  iii  said  Let  iters  Patent  and  applications  des¬ 
cribed,  two  or  more  signalling  circuits  can  be  created 


anci  worked  over  a  single  wire  wholly  independent  of  each 
other,  and  without  interfering  with  the  o jiginal  circuit, 

AI®  VJURRRAS,  the  party  of  the  first  part  is  de¬ 
sirous  of  acquiring  the  right  to  rise  the.  said  inventions 
on  the  wires  operated  hy  it. 

NOV/  IT  IS  AGRKRI)  AS  FOLLOWS:  - 

First.  The  party  of  the  second  part,  for  and  in 
eon  si  deration  of  the  royalty  to  he  paid  by,  ami  the 
agreement  of  the  party  of  the  first  part,  as  hereinafter 
stated,  hereby  licenses  and  authorizes  the  party  of  the 
first  7) art  to  use  upon  such  telegraph  lines  as  are  owned 
or  actually  operated  by  it  within  the  United  States  the 
inventions  referred  to  in  the  preamble  hereof  and  des¬ 
cribed  in  the  Letters  Patent  and  applications  therefor 
therein  mentioned. 


Second.  The  right  hereby  licensed  to  the  party 
of  tie  first  part  is  personal  to  it.  and  not,  assignable, 
and  it  covenants  and  agrees  that  it  will  not.  assign  or 
atter.pt  to  assign  this  instrument  or  any  of  the  rights 
granted  to  it,  or  grant  sub-licenses  to  any  other  person 
or  corporation  without  the  consent  in  writing  of  the 
licensor,  and  upon  any  assignment  of  arch  rights  or 
grsmt  of  such  ait-licenses,  made  or  attempted  to  be 
wad-o,  by  the  party  of  the  first  part  or  re. suiting  by 
operation  of  law,  or  upon  any  other  divesting  of  the 
title  or  right  of  said  party  of  the  first  part  here.under, 


-3- 


this  Xi  <3on.se  and  all  right  a  granted  shall  at  the  election 
of  the  licensor  he  thereupon  forfeited,  cancelled  and 
annul  led . 

The  license  hereby  granted  is  not  an  exclusive 
license,  and  shall  in  no  way  interfere  with  the  right 
of  the  party  of  the  second  part  to  license  the  use  of 
the  aforesaid  invention  to  such  other  persons  and  cor¬ 
porations  within  the  United  States  as  he  may  deem  proper. 

Third.  The  party  of  the  first  part  hereby  covenants 

and  agrees  to  pay  to  the  party  of  tip  second  part  for 

each  and  every  separate  signalling  phantom  circuit. 

created  by  the  use  of  the  said  inventions  of  the  party 

of  the  second  part,  or  any  of  them,  arid  actually  used 
annual 

by  it,  the  following^ royalties,  that  is  to  say,  for  each 
circuit  over  w ires  upon  which  are  employed  simple  Morse 
instruments,  duplex  instrum  ants  or  quadruples  instru¬ 
ments,  ONE  HUNDRED  DOLLAR R. 

Each  arid  every  point,  on  a  wire  where  the  phnnoplox 
repaater  is  employed  for  the  purpose  of  relaying  signals 
from  one  phantom  circuit  into  another  shall  be  consi¬ 
dered  as  the  terminal  point  of  one  circuit,  and  the 
starting  point  of  another,  the  same  as  if  the  former 
were  grounded  at  such  point  without  connection  with  the 
next  created,  and  royalties  shall  be  paid  ac cording! y, 
as  herein  provided.  ■-« 

Royalties  shall  cormenoe  on  the  starting  for  actual 
business  of  each  c  ircuit  employing  sal  d  -inventions  and  '• 
shall  apply  to  every  uddi tional  circuit  created  by  the 


-4- 


use  thereof.  But  should  the  party  of  the  first  part  at 
any  time  cease  to  use  any  circuit  once-  created  and  dis¬ 
connect  the  instruments,  ail  royalties  for  such  circuit, 
shall  cense  fitmi  the  time  notice  in  writ  in"  of  such  di  s- 
continuance  is  given  to. the  party  of  the  second  part, 
it  bei*ng  the  intention  of  the  parties  hereto  that  royal¬ 
ties  shall  bn  paid  only  for  circuits  actually  used  by 
the  party  of  the  first  part . 

Pour  t  h.  -  0,,  the  first  days  of  July  and  January  in 
each  and  every  year  during  the  continuance  hereof  the 
party  of  the  first  part  shall  render  to  the  party  of 
the  second,  part  a  verified  statement  showing  the  number 
and  location  of  the  circuits  operated  and  used  by  it 
under  the  license  hereby  granted,  and  employing  the 
inventions  hereinbefore  mentioned,  or  any  of  than,  for 
the  six  months  ipmodiataly  preceding,  and  shall  at  th'« 
same  time  pay  to  the  party  of  the  second  part,  all 
royalties  due  thorelbr.  And  in  case  the  party  of  the 
first  part  should  neglect  or  refuse  to  render  the  said 
,  statement  oi’  pay  the  said  royalties  for  a  period  of 
thirty  days  after  the  same  is  to  be  rendered  or  paid  as 
above  provided  the  license  hereby  granted  shall  at  the 
option  of  the  party  of  the  second  part  cease. 

Pi  f  t  h.  This  license  shall  in  no  way  be  deemed  to 
authorize  the  manufacture  or  sale  by  the  party  of  the 
first  part  of  any  of  the  inventions  described  in  said 
Letters  Patent  or  .applications,  and  it  covenants  arid 
agrees  that  during  the  continuance  hereof,  it  will 
.  purchase  the  sane  only  from  such  persons  as  nre  author  is: 


[ATTACHMENT] 


Charles  E,  Pugh,  Esq  ,  General  Manager, 

Philadelphia,  Wilmington  &  Baltimore  Railway 
#233  South  4th  i’t .  v  Philadelphia ,  Pa, 


Replying  to  your  letter  of  the  26th  Inst 
•>  the  use  of  Phonoplex  ci  rcr  its  or.  t'na  lines  of  the  Phi).-.  •’ 

";i  Uiunjji.ou  &  Baltimore  Railroad  oncl  the  Baltimore  ~  Pot  run 
i  ay roe  with  you  that  the  operatioi i  of  these  lines  comes 
the  spirit  of  the  agreement  betweer  •,  myself  and  the  Pennaylv  ajtl 
Railroad  Company,  and  that  it  is  not  necessary  to  exc-ou 
rate  agreement. 


New  York  City,  March  19th,  1889. 


T.  A.  Edison,  Esq., 

Dear  Sir:- 

•Ra  Electric  Railway  Inventions. 

I  beg  to  say  that  at  yoiir  request  I  have 
carefully  examined  all  the  contracts  between  you  and  the 
light  Co.,  and  all  the  contracts  between  the  light  c0.  and 
the  Electric  Railway  Co.  of  the  U.  S.  including  those  to 
which  you  are  a  party,  and  am  of  opinion  that  jour  obliga¬ 
tion  to  turn  over  to  the  said  Electric  Railway  Co.  your  in¬ 
ventions  relating  to  electric  railways  expired  Jan.  12, 

1886 . 

Referring  to  the  two  contracts  between  jo  u  and 
the  light  Co.  dated  Nov.  15,  1878,  and  Jan.  12,  1881,  the 
same  doubtful  question  which  we  have  heretofore  discussed 
in  connection  with  jour  obligation  under  those  contracts  to 
turn  over  to  the  light  Co.  your  Electric  light  inventions, 
appears  again  with  reference  to  your  electric  railway  in¬ 
ventions,  to  wit,  whether  the  last  named  contract  entirely 
superseded  the  earlier  one,'  or,  on  the  other  hand,  whether 
you  are  still  under  obligations  to  turn  over  to  the  light 
Co.  all'  inventions  covered  by  the  earlier  contract  until 
Nov.  15,  1895.  If  that  obligation  exist,  it  is  possible 
that  the  said  contract  of  Nov.  15,  1878,  as  well  as  the 
contracts  between  the  light  Co.  and  the  Electric  Railway 
Co.,  may  be  so  construed  as  to  enable  the  Electric  Railway 
Co.  to  acquire  through  the  light  Co.  your  Electric  Railway 
inventions  until  the  said  date  of  Nov.  15,  1895.  But  in 
order  to  accomplish  that  result,  a  very  forced  construction 
must  be, placed  on  your  said  two  contracts  with  the  light 
Co.  It:  is  not  probable  that  such  a  forced  construct  ion 
would  be  sustained  by  a  Court,  but  in  view  of  the  bare  pos¬ 
sibility  of  such  an  occurrence,  I  renew  the  suggestion 
which  I  have  heretofore  made  on  another  occasion,  that  you 
procure  from  the  light  Co.  a  release  from  this  possible 
ambiguous  construction  of  the  said  two  contracts.  The 
contracts  between  the  light  Co.  and  the  Electric  Railway 
Co.  are  so  drawn  that  the  said  release  from  the  light  Co. 
would  effectually  dispose  of  any  possible  obligation  on 
your  part  to  turn  over  any  of  your  Electric  Railway  inven¬ 
tions  to  the  said  Railway  Co.,  made  after  Jan.  12,  1886.  ■ 

The  probability  of  your  two  said  contracts  with 
the  light  Co.  being  construed  adversely  to  you  is  so  re- 
mote,  that  after  giving  the  subject  full  consideration,  I 
do  not  hesitate  to  give  the  opinion  first  above  expressed, 
to  wit,  that  you  are  under  no  obligation  now  to  turn  over 
your  inventions  so  far  as  they  relate  to  the  subject  matter 
of  Electric  Railways,  and  that  any  such  obligation  on  your 
part  relates  only  to  inventions  made  prior  to  Jan.  12,  1886. 

I  annex  hereto  for  future  reference  copies  of 


those  portions  of  the  contracts  with  the  Electric  Railway 
Co.,  relating  to  your  turning  over  your  inventions. 

Respectfully, 


I 


Re  Electric  Railway  Co.  of  tire  United  States 
and  J.Ir.Ediscn'n  -Obligation  to  Turn  Over  the  Inventions 
Relating  to  Electric  Railways.  Extracts  from  Contracts, 
Made  by  ifr.Eaton.Haro h,18S0 . 


Nov.  10,1878.  Agaoement  between  Mr. Edis m 
and  the  Light  Co.  Tho  preambl  o  refers  to  invent  ions 
discovorioK  improvem Oits  and  devices  pertaining  to  oloctric 
lighting, or  "relating  in  any  way  to  th0uso  of  electricity 
"for  the  purposes  ofpowor.or  of  illumination  or  heating, 

"or  relating  to  improvements  in  Electric  Engines, or  to 
"tli e  devel oping  of  electric:  currents  by  machines  or  othor- 
"wise.for  any  uso  or  purpose, except  oloctric  telegraphy." 

Sec.  1  assigns  to  the  Light  Co.  "all  invom- 
"tions .discoveries , devices  and  improv  orients"  relating  to 
"electric  li  -hting  or  to  the  uso  of  electricity  for  tho 
"purposes  of  power, or  of  illuminatinn  or  heating, or  to 
"improvements  in  electric  engines, or  to  tl.  e  dovol  cjping  /.  of 
"oloctric  currents  by  machines, or  otherwise  for  the  pur- 
"po3 os  or  uses  above  mentioned  or  any  of  thon." 

This  agreement  covers  all  the  above  inventions 
etc., for  seventeen  years. 

Jan.  12,1881.  Agreement  between  Mr. Edis cn  and 
the  Light  Co.  The  preanbl  e  states  that  the  experiments 
oarrieci  on  under  tho  above  contract  "cover  a  widerdliold 
"of  experiment  an-.’  investigation  than  was  originally 
"foreseen", and  "result  in  various  inventions, devices  and 
"discoveries  .which  may  not  be  within  the-  letter  of  tho  for- 
"mer  agreement , but  whi eh  theparties  aro  agreed  should 
"of  right  belong  to  the  Company." 

Sec.  2  relates  exclusively  to  electric  rail¬ 
ways.  It  is  a  long  section.  It  provides  "that  the  right 
"to  use  all  inventions, heretofore  or  her  oaf tor,  wi  thin  the 
"period  of  five  years, to  b  e  made  by  the  oaid  Edison  or  at 
"any  tim  e  bel  onging  to  the  Company,  which  are  useful  or  i 

"aiplicabl  e  to  the  business  of  construction  .maintenance,  j 
"operation  or  equipment  of  railways, or  to  th e  manufacture 
"and  production  of  any  machine, device  oipart  thereof , whi  ch  j 
"is  or  may  be  useful  in  such  c  instruction,  operation,  mainte¬ 
nance  or  equipment  ".shall  be  convoyed  to  The  Ediscn 
El ectric  Light  Company.  j 

Tlie  las  ^.  clause  in  the  said  Sec. 2  provides  j 

that  the  Light  Co.  shall  license  the  said  Railway  Co.  to  ! 
use  any  of  the  Light  Go's,  patents  of  Edison  for  railway  i 
purposes  only,  "and  the  said  Edison  agrees  to  convoy  to  said  j 

"Company  absolutely  all  inventions  relating  to  the  method  j 

"or  means  of  manufacturing  railway  equipment  or  of  con-  | 
"s  true  ting  or  operating  railways  by  power  derived  in  any  j 
"manner  from  electricity  or  electrical  apparatus ,  whi  ch 

(1)  i 


/ 


"have  been  o  r  may  hereafter  b e  made  by  him  within  fivo 
"years  fron  the  date  hereof, and  win  in  like  "mariner  li- 
"oonoe  or  procure  the  said  Company  to  t>  o  lie  ed  to  use 
"any  and  all  inventions  or  iuiprov  ononis  made  by  him  horoto- 
"fore  not  already  assigned  or  which  h  v  is  now  tinder  ctn- 
" tract  to  assign  to  othor  pa rtios  ,as  v/eh  as  all  inv nn- 
"tiorin  or  impro variants  wh:  ch  shall  bo  made  by  him  within 
"the  said  five  years, which  are  aiplicutol  e  t0'  the  prodr  ct- 
"ion  or  manufacture  of  tho  mechanism  or  equipment  used 
"in  the  operation  o  C  sue h  railways ", 

IToto.  The  Edis  ar.  .Electric  Railway  Company 
above  mentioned  was  never  formed, but  ±ri  lien  thereof  the 
Electric  Railway  Company  of  the  United  States  was  foniicd 
as  appears  b  el  ow. 

April  26,1883.  Agreement  lb  etwoon  C.D. Field  and 
5.  Cr.  Ro  ed,  of  the  first  part  .and  Mr. Edis:  an  and  Mr. Eaton, 
on  boBalf'of  themselves  and  tho  Light  do., of  the  second 
part. 

Sec.  1  provides  that  a  conl’oration  shall  bo 
fonned  "to  which  shal  1  bo  transferred  dll  the  inventions 
"now  owned  or  controlled  by  the  parti  0s  hereto, being  a pL. 
"plicabl  o  exclusively  to  el  octrica^roptalsion  on  railways 
"x  x  x  x  x  alid  all  machinery, railway  equipment ,  imp!  emont  s 
"and  other  plnnt  used  for  developing  tja  e  snni c,  oxcliisivo 
"of  light  and  heat  by  el  octrieity. «  ; 

Sec. 2  provides  that  "ail  fobtu re  inv  cTd  ions 
"of  the  said  Edison  made  prior  to  Jan.  12,lijg<3,x  x  x  x  x 
"which  may  bo  exclusively  applicable  -to  electrical  pro- 
"pulsion  on  railways  (but  not  including  lighting  and  heat-  i 
"ing  by  electricity)  shall  also  be  transferred  to  the  said 
"corporation  x  x  x  x  x  the  said  corpora- tion  snail  al  so 
"receivo-  exclusive  licenses  to. use  x  x  x  x  all  inveh-  t 
"tions  which  have  beai  made  or  may  ba  made  by  the  said 
"Edison  before  Jan.  12,1886,x  x  x  x  x  incidental  to  such 
"propulsion, exclusive  of  lighting  and  ideating  toy  electri¬ 
city." 

Sec. 3  provides  that  this  a.  CP7  can  out  relates  i 

otxly  to  the  United  States, but  Field  agrees  that  if  the  \ 

Lighit  Co.  should  hereafter  assign  its  ^Canadian  patents  to 
the  said  Railway  Co.  .he.Fiel cl,will  assign  his  Canadian  i 

patents  also.  : 


April  26,1883.  Tho  above  o-Croangnt  excluded 
elevated  railroads  in  Hew  York  City,so  this  agreonsnt  was 
dravm  to  cover  those  railways.  It  i3  substantially  the 
same  as  the  agreement  of  April  26,  l$a3  ^  above  m  &\X.  ion  cd, 
that  is  to  say  as  regards  Mr. Edison's  inventions. 

May  18,1883.  Agreement  betweoi  tho  Light  Co.  , 
Edison  and  the  Eloctric  Railway  Co.  of  -fcheU.g.  This  agree 
inent  refers  to  the  above  contract  of  April  P.e"  1 88  3  al  so 

(a) 


f 


recites  and  schedules  the  variovis  pat  cyits  of  Edison  and  the 
Light  Co.  relating  tlior et o , and  transfer  the  sajno  as  provided 
for  in  tho  said  other  agreemgrt  of  Apr'l  26,1883.  That 
is  to  say  this  is  an  as ignin ent  of  the  inventions  and 
patents  .vfhereas  the  other  wasonly  an  agreement  to  assign 
then. 

This  agreement  provides  for  “the  transfer  of 
"n  or  tain  interests  in  and  rights  under  tho  inventions  " 
specified  in  the  schedules  annexed. 

The  first  preamble  relates  to  the  "inventions 
"already  made  by  said  Edison  x  x  x  x  x  and  all  future 
"inventions  which  may  be  m^dp  by  him"  relating  to  electric 
"rail  v/ays ,  "within  a  certainher  einaftor  specified." 

Tho  second  prorambl  e  s  tates  that  tho  Light  Go. 
is  "by  terms  of  certain  agreements  with  Thomas  A. Edison, 
"dated  November  15, 1878, and  January  1 8,1881,  ent  itl  ed 
"x  x  x  x  x  to  all  inventions^:’  improv ononts  of  the  said 
"Edison  relating  exclusivol  Jr^tho  propul  si  on  of  cars,carri- 
"ages  or  vohicl  es  upon  railways  by  el oetrieity ,and  to  in¬ 
dentions  used  in  or  incidental  to  the  c  ms tru c tion ,ina 31- 
"tonanc  e, equipment  and  operation  of.  such  electric  rai Iways  , 
"which  have  been  made  by  the  said  Edison  or  which  may  h  ero- 
"aftor  be  made  by  him  within  the  period  of  five  years  from 
"the  12th.  day  of  January, 1881 . " 

Sec./:  provides  that  the  Light  Go.  and  Mr. Edison 
shall  transfer  to  the  Rail  way  Co.  in  addition,  to  tho 
patents- specified  in  the  said  schedul es , "all  other  inven- 
"tions  (for  the  U.S. )  relating  exclusively  to  x  x  x  x  x 
“electric  railways  and  their  operation  x  x  x  x  x  which  have 
"been  made  by  the  said  Edison  x  x  x  x  x  and  all  other  such 
"inventions  which  may  bo  ibade  by  tho  said  Edison  before 
"January  12,1886. « 

This  contract  excludes  the  use  of  Mr.Edis  m '  s 
invohtions  for  •  other  purposes  than  electric  railways. 

Sec.  6  also  relates  to  Mr. Edison's  inventions, 
but  only  to  thrs  e  made  peior  to  Jah.  12,1886. 

See.  7  is  as  follows:  "The  Light  Company  not¬ 
withstanding  anything  h  ore  in  contained,  be  can  cs  bound  to 
"convey  only  ouch  Letters  Patentsof  the  United  States 
"or  interests  therein  as  novo  are  or  may  hereafter  hecomc 
"its  property  under  the  cehtain  agreement  with  Thomas  A. 
"Edison  referred  to  in  the  recital  hereof."  Tho  above 
agreement  possibly  .  refers  to  two  certain  agreements  re¬ 
ferred  to  in  tho  preambl  e, to, wit, the  agreements  between 
the  Light  Co.  and  Mr. Edison  dated  Nov.  15, 1878, and  Jan. 
12,1881. 


I  have  read  over  all  tho  Electric  Railway 
contracts  referred  to  in  my  letter  to, Mr. Edison  dated  Octo¬ 
ber  1 ,1388, purporting  to  give  a  complete  list  of  the 
Electric  Railway  contracts.  Mr. Tate  writes  mo  under  dato 
of  Eeb. 23, 1889 , that  so  far  as  ho  knows  that  list  is  a 
canplotc  one.  X  still  believe  my  said  list  contains  j 

(3)  | 


every  contract .  The  above  extracts  aro  all  that-  X  can 
fintl  in  all  those  contracts  that  boar  upon  tho  matter 
which  I  now  have  nncler  inv estigat ion , as  set  forth  in  the 
heading  of  this  man. 


W 


torch  83,  1889. 


memoranda. 

J  1  •  ThOBWon-touaton  Co .  £&  dein?.  %  larne,  iwiatoc 

-■*»““  **  «»«wber*4  tbat.tfce  isolated 

buoineoe  of  the  Earner-ton  Electric  oo.  prior  to.iaot  Auguat  wae 
aonp  with  the  Thoms on-Hou«ton  automatic  flypamo*  and  an  the  re¬ 
putation  acquired  by  the  Sawyor-Man  &>..  wap  because  of  the  es- 
cellence  of  that  dynamo,  to  the  use  of  which  they  were  eadlueively 
confined.  In  the  change  of  relatione  .which  occurred  at .that  time 
between. the  towyer-toh,  Weptinghouae  and  Thomeon-Hpueton  companies, 
the,  yhomaon-Houeton  Co.  acquired  the,  oxciUfl.ivp  rifiht  to  exploit 
A&g.  2Za^g£Pg£a,tas.»„  eince  then-  the  Sawyer-ton  Co.  has  been  de¬ 
prived  of  the  right  to  call  upon  our  company  for  dynamo*.  Ihe 
re*ult  Ae,  that  we  are  no*,  doing- a  large  iaoialto  buttinewj^:  and  a 
much  larger  huaineao  tha*  the  Sawyer-ton  Co.  Watt  doing  lafcfc  year 
at.  two  time.  in  fact  the  proepeet  in  the t  w*  «h«U  take  nearly 
1  all  the  isolated  fauatoene  heretofore  done  by  the  Sawyer-ton  and 
tostiBgiKHJM  coBpapiea.  W»  can  apt  underat  and  where  the.  other 
aipe-teeth*  ef  the  .  coBp*wtio»;,eijLwtea  t*  by  Nr.  Bditon  «CHx>e 
9Mto  being  referred  W  p  one-tenth,-  aa  outside  or  the 
statep ;aatt  Sawyw-lfes  compass  there  fasefeeen  very  little 
competition  with  the  Bdiann.  co.  to  the  isolated  field,  wore  than 
^half  the, entire  isolated  business  of  the  O.B.ce.  KM  teen  done  by 
^their  onn^gt.  torren,  of  the  Chicago  office,  who  hae  juet  connect- 
>d  himaelf  with  our  company.  we  regart  the  eesetaeretioa  with 


O  (■ 


r«yip#et 


respect  to  the  isolated  businoeeof  very  great  value  to  the  Edison 
Co.,  and  we  ere  sure  that  upon  full  examination  Mr.  Bdison  can  not 
fail  to  agree  with  ue. 


8-  i*  asked  that  we  go  entirely  out  of  the  lamp  bu- 

ji  ^iness.  This  is  a  proposition  wliieh  wo  could  not  agrao  to,  and 

*  which,  under  the  circumstances  of  the  ease,  would  not  be  desirable 
j|  for  your  company  either.  It  would  not  be  well  for  our  mutual 
v  f  -  .  ^interests 

'"i  ‘'"'s'  (a)  Because  we  should  in  no  way  interfere  with  your  business 

7—r^  hy  continuing  to  make  our  preeont  lamp,  nor  would  we  compete  with 
‘  J;  !  you  in  any  way,  as  we  might  direotly  do  by  claiming  to  manufacture 

-  \  j  ^3>our  lamp. 

0  i*"*  ls  {b)  By  having  To**  our  installations  and  for  your  install®- 

:  j  t  ions  lamps  of  somewhat  different  manufacture,  especially  as  re- 
j  garde  socket  and  base,  it  would  be  very  difficult  and  even  im- 
-J  -  -  rpraoticable  for  'ti**  installations  of  either  company  to  secure 
5  ^  lamps  manufactured  by  the  other  for  use  on  its  circuits.  We 

..  »  >  should  thus  he  permanently  protected  against  a  very  considerable 

2 

H  :  i  ^.degree  of  annoying  competition  which  might  result  from  the  procur- 

'•  i  ^  .iae  at  eoeond  hand,  by*  various  customers,  lamps  mads  by  the  other 

1 

^  ^  i  party,  because  the  difference  in  eoetets,  voltage,  and  general 
;  i„r  :  conetrueSien*  would  prevent  their  -using  the  lamps  in  competition. 
.5'Jf  j  (<j>  By  keep! nf  our  ieterosle  separate  and  maintaining  our 

J  J^Z  3  separate  lamp  factories  a  larger  amount  ef  business  could  be  a«» 
cured  by  both  companies  under  friendly  relations  than  could  be  se¬ 
cured  by  oao  ccopaey,  and  an  arrangement  could  easily  bo  mods  bs- 
\  tween  our  companion  for  a  division  of  the  profits  from  our  ladp 


3- 

businoee  which  would  b«  satisfactory  to  both  your  company  and 
our®. 

Hr.  Edison* s  allusion  to  the  greater  cheapness  of  your  lamp 
may  be  true,  hut  we  would  call  your  attention  to  the  fact  that  we 
av«  JtaaJcing  between  two  and.  three  thousand  lamps  per  day  at  the 
smallest  possible  expense,  and- while  our  lamps  may  cost  ua  slight¬ 
ly  mere  than  yours,  they  certainly  are  mada  with  infinitely 
greater  economy  than  are  the  Sawyer-Man  Weatinghouso  lamps.  They 
have  a  large  and  extravagant  gactory  in  New  fork,  of  which  you  are 
doubt leso  well  aware,  ami  a  large  one  at  Plttehurg;  in  each  of 
v/hich  they  are  doing  a  comparatively  small  hualneae,  much  less 
than  'we  aya  doing,  and  in  both  of  which  they  have  a  management  the 
reverse  of  economical  and  efficient. 

3.  The  throe-wire  licence.  Whether  this  patent  can  he 
sustained  we  do  not  desire  to  argue,  as  we  ars  discussing  theaat- 
t«r  under  eonei«ei»tion  purely  as  a  commercial  and  not  on  a  pat¬ 
ent  tossiw.  It  will  suffice  to  say  that  we  believe  tint  we  have  a 
defense,  which  will  bo  produced  at  the  proper  time.  We  notice 
tmt  liar.  Edison  suggests  that  if  we  have  a  license  under  this 
ay  stem  we  would  kill  your  isolated  as  well  as  central  station 
business  in  every  town  the  license  extended  to.  We  will  agree 
not  to  uee  the  3-wire  eyete®  for  any  isolated  work,  and  wo  will 
agree  not  to  use  it  in  any  snail  town  or  central  station  work 
without  dividing  with  your  company  the  profits  arising  therefrom 
on  a  basis  that  will  be  entirely  satisfactory  to  you.  T»day  tha 
business  is  being  secured  by  bitter  and  expensive  competition  be¬ 
tween  the  agents  of  our  two  companies,  the  result  being  the 


demoralization 


?i  demoralisation  of  prices;  all  of  which  could  be  avoided  by  the 
ff-  proposed  arrangement  and  the  business  secured  at  a  profit  between 
-•r-,4  the  two  companies,  giving  to  eaeh  more  than  either  la  getting  un- 
ij  der  the  preaent  system.  Ao  evidence  of  this  fact  you  need  only 

\  to  take  the  proposition  lately  submitted  by  your  office  in  the 
'?  .c~-town  of  Nyack,  h'.Y. ,  where*  after  bitter  competition  between  our  - 

two  companion,  the  contract  was  awarded  to  your  company  at  a  price 

-  <j  5 

-«  “Vftaking'  into  consideration  the  guarantiee  your  agents  have  made) 

.cL  5  Q  ■ 

^  n  fceuave  to  far  below  *Oft*  If  you  will  take  the  report  of 
4  ^  \»5y  of  your  careful  engineers  this  statement  will  be  easily  prov¬ 
en.  Similar  instances  are  constantly  arising  which  could  be 
^  ^  entirely  avoided  by  hamonious  work. 

*h  \  ■'  •.  ■  .  - 


jour^  pai^t , 


We  observe  that  Ur.  Edieon  assumes  that  any  contract 


binding  our  company  to  buy  e  stipulated  amount  of 


J.  apgaratjis^rrc 

;  H  1L  euCfiplenMy  long  term  of  years  to  be  entirely  satisfactory  .with  a 


1  the  Edieon  Co.  Would  .be  only  a  temporary  arrange- 
r  contract  which  we  might  make  could  be  made  for  a 


w  $at 


the  angual  profit- should  also  be  satisfactory. 


1^4=43  -i  ..  .... 

^  *  5.  Wo  note  hie  remarks  upon  the  success  of  the  Thomeon- 

,'fioust  n  Co.  in  which  he  attributes  our  success  to  taking  phrt  pay 
An -stocks  and  bonds*  and  evidently  assumed  that  we  figure 'our  pro* 

1 1  tit  by  taking  Ahead  «r»nnv«  nn<t  bbnda  at  the  par  value  nr  fade 
i  value.  we  observed  that  lathe  annual  statement  or  the  Wieon 
■  'co.  for  1887,  we  think  it  was,  the  amount  of  stocks  and  bonds  held 
by  that  company  was  a  little  in  eM9Ce  of  a  million  of  doilare,aad 
such  stocks  and  bonds  were  taken  et  paw.  thus  showing  that  the  pra> 
f  .  me 

\  " , ' 


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L^A-^i>C. j£Cva,..a»^  o(^/'r  W  '  ' CL-*&  cMr. 

bfcobosofj  »«.«»8am0u<.  pm}  «j®  pnaiuopa  soonie©  a#  ©  P*»UfJtm4tM0.' 

%0  t'h  t  £u?  t  UJ~C*~Od.  -ClAUx.t  ■  U  4L4?L 

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i  ^ . f 

/V  ...cf~va  •tA*  rN-  *7k  <fe'C  ••••'  ^^vh,-' 

fits  of  your  company  can  hardly  be  said  to  be  “unadorned*.  Our 

*/--  (A^  «W-  fjAuv  i  d,'  /■(,.< .,.<r--  A.  t<.  "V~  (&**• 

onnaal  statement  for  the  same  year  showed  that  we .took  our  bomle 

Lc/ S<  A  r'  y-L  r  -'f-  '\^-0  LmJ'  t  C  .rft 

at  less  than  fifty  ce/nte  cm  the-  dollar,  evoi^r  one  being  poddL  and 

"U\..e  Zl&o-ft  $  a»-/v-Y:fc'  "•/  tM--*. . 

that  wa  took  the  stocks  of  our  local  companies  Jheld  toy  us  at  lejes 
ut-i.YA-  // />  o  ^  e  <f  $  **■  A. -4— 

titan  thirty-three  and  ono-third  pants  on  the  dollar,  .if  Mr. Edison 

underatood  this  he  certainly  would  not  have  thought  that  ww  wore 
"adorning*  our  profits  by  an  -overestimate  of  the  value  of  the  se¬ 
curities  which  we  held.  Mr,  Edison  thinks  that  by  pursuing  our 
policy  their  company  could  have. dons  a  much  larger  bueineea  than 
it  has.  By  referring  to  the  annual  statements  above  cited,  it  "N^  ^ 
will  be  seen  that  the  securities  held  toy  our  company  were  ipyen-  fj  ; 
toried  at  about  ono-fourtfe  the  amount  at  which  the  Edison  Co,  ' 

...  ^inventoried  the  local  company  securities  held  by  it.  v - 

*  t* 

.  *  8.  Ue  notice  that  Mr.  Edison  thinks  that  there  is  no  coin-  ~ 

v  9«^aion  in  our  agreement  not  to  go  into  large  cities  with  the 
('■  thiee-wire  system.  Our  success  in  many  of  the  large  cities,  such 
WfttfvfcaL  Hava®,  Ct.,  Paterson,  M.J.,  Cleveland,  0.,  Columbus,  0.,and 
r^'aady  Other  places,  having  now  about  one  hundred  3-wiro  central 
V  5\  otati^ptSs  is  perhaps  an  answer  to  this. 

'o  s\  •]  •  ’  '  •  •  - 


Mr.  Edison  argues  with  perhaps  wore  or  lew  justice 
/that  the  direst  system  will  earn  dividends  in  small  places  where 
«|  1  the  lighting. is  chaifly  confined  to  an  ares  of  one  sguare  nils, 
l  I  where  by  the  uee  of  the  alternating  system  the  companies  would 

...  0  i\ 

,jleee  money.  Inasmuch  ae  we  propose  to  make  a  MilSOttSStt  HiSAfc 
:Aj<m  with  your  company  of  profits  arising  from  &U.  foyspaflUf.  Sfflte. 
tral  stations  hie  argument  should  be  met  by  such  proposition. 

■“£  j.  V.  In 


L 


5  3r 


J  ^  cahelueiW^wo  would  eay  that  we  do  not  wish  to  bo  under* 

„frto4(S  asking ifav^rs  of  the  Bdison  Co.,-  wo  are  merely  suggest¬ 
ing  ^iiStercfc}  rbl^tiono  which  tho  writer  feels  well  assured  would 
Crota&t  i^J  miStuai  go<jd.  After  ton  years  or  bitter  litigation  and 
^epmorcijil  ^ompatitjon  it  is  our  opinion  that  the  business  inter- 
^catiK  of  ^JOtft)  eo^pcn^Cw'  con  be  best  subserved  by  some  unison  of 
d$w8£*}8 ^  inSfercits.C  We  have  in  a  previous  letter  suggested  e 
closet*  alliance  than  that  embodied  in  the  draught  oubmitted  to 
-  ife* .  Rcli6on,  and  we  are  quite  convinced  that  in  the  way  of  enhanced 
priced  and  reduced  business  .expense?,  the  stockholders  of  both 
companies  would  occurs  a  greater  return  if  some  close  business 
owkmection  could  be  brought  about;  and  that  one  could  be  arranged 
thipt  would  be  satisfactory  to  yourself,  to  Mr.  Edison  and  to  your 
stockholders,  we  hpvo  no  question.  If  Mr.  Edison  would  make  him- 

oefif  familiar  with  the  very  efficient  legal  corps  controlled  by 

S.  ~ -  7  _ 

-bur  company  and  our  associate  companies,  and  with  the  fundamental 

£  runiure  of  many  of  the  patents  controlled  by  the  Thomson-Houston 

CO.,  by  Mr.  J.J.  Wood,  and  by  the  Schuyler,  Excelsior,  Fort  Wayne 

of 

•Jenney*,  and  Van  Depoele  Co*s,  the  A  eetricians  of  all,,  these 
companies  being  very  earl#  in  the  field,  w6  thin*  he  will  conclude 
that  a  combination  might  be  made  which  would  be  very  strong  and 
very  effective. 


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[ATTACHMENT] 


April  1,  1889. 

MR.  EDI SON'S  REPLY  TO  THOMSOH-HOirSTON  MEMORANDA 
Of  March  38d,  1889. 


i  x  . 


Thi  3 


4  11  chnnrto  fron  a  iUxot!  profit  t,0 

apja-.ji-cr  iM  .l0t  .5,.nut>  M  1>hoy 


ail  uni.  norm  oiio,  v/l-i  <3 
trl]'.  o.i’  fierce  ooripoi 

HOrim'*  *'’«»  the  Thontnn-Monaton  flynano,  and 

the  b-o,*  of  ro  la, ..ion  ro«,Uin«,  the  0  fan  go  of  *,*.*,«,  of 
dinposin,;  of  t>,„  dynamo  has  not,  bettered  t.1,o  Tp,-,, 

Monoton  ©schemer.  nofoi-o  the  profit  was  fix©*,  n„,v  th0 
mvlcn-,  wn  made  undo,-  cnrpotition,  in  which  tjl0  lawyer  -  r*, 
loot,  money. 

Th‘*  I,ut  their  ac-piiBition  of  Mr.  "-arron, 

.ornni  lj  of  i,ho  .r.  ...  Oo.,  as  a  consideration,  ho  having 
done  half  of  tho  whole  U.  0.  Oo.  business.  As  tho  United 
Kt.nt.es  Oo.  did  an  airiest,  exclusive  isolated  business,  and 
lost,.  An  so, nm  years  upwards  of  $1,400,000,  this  statement, 
does  not.  appear  to  he  of  ,;rout  aJWn tativo  valun. 


>  lines  i)  .1-  .10,  pa,.G  <"> , T-H 


n  ). 


Rodiiood  expenses  is  one  of  the  inducements  hold  out. 
One  of  tho  greatest  reductions,  is  all  lamps  in  one 

factory,  ditto  similar  type  dynamos.  Yet  they  ro  pu.o  this, 
o  as  reasons,  a.  and  b.,  par^jrnph  »  -  reasons  that 
mi(;ht  paBn  with.ii-E6ni.fl,.  hut.  which  the  writer,  i  fho  nndor- 
;ood  his  own  business,  b quid  not.  for  a  moment  believe 
would  bli  ml  t  hose  familiar  with  it.  They  are  absolutely 


[ATTACHMENT] 


silly  anfi  fallan-i  nuK  a*,.,  , 

•  ny  W0U  "TUi-rod  Imp  factory  ,0uld 

on  sixty  days  notion  ftimW,  lwi,«  of  Wy  .„Ua,,R  anri  w„h 
»'iy  soclot.  in  connection  with  lines  9  a  in,  a00  stnto_ 
m°"‘t  in  J'°  ’'’^twijhouiio  two  lamp  Cantor ios.  -.oeause  0 '■ 
two  Cantor  ins  l  suppose  the  lumps  cost  Oy.r, v.ij, n).n  (]nr}(t 
the  vaJ.no  of  this  statement  oomo  into  this  a«wm«rtt(  except 
<’n  thn  wronr  side. 


ILL 


evidence  to  void  o, 
a  linen  an’  vn  S,»0I 

<ir«  if  a  public  ti.j 

yet  r.,in  Thorisun-Ji'iii 


l't 


‘  last 


ut  the  proper  l.ino  they  moo 

thine  wire  patent,  why  do  they  wait 
•  thin,-.;  nan  he  used  to  •.raid  n  patent 
ot.lior  competitors  «an  void  it.,  and 
■m  ho.  want.  u  linen  an.  Ao  the  say  in 
paragraph,  they  have  a  very  efficient 


ol 


corps  of  lawyers;  hence  I  infer  they  mist  kww  ♦.*, 

-ants.  If  the  above  statement  pf  csp  ability  of  ”Oidimris 
true,  they  would  not.  *,«t  R  license;  if  untrue,  th  *  would, 
AO  they  usk  for  the  Ucon.so,  the  statement  is  another  very 
pool*  simple  of  ar^inentation. 

In  paragraph  ft,  page  4.  they  speak  of  fierce  conpe- 
t  ition,  low  pry.cOM  &c.,  md  assume  that  if  v,e  H 

coalition  this  will  be  stopped.  This  is  a  conceited  as- 
sumpt.  ton .  Tho  Thom »m-l ’oust, on  and  hdi  am  'Jompanie  s  can  ' 
no  more  control  the  price  than  tho  tides.  The  Company 
vdth  tho  best  record,  the  host  and  cheapest  machinery  will 
do  tho  business,  patents  or  „o  patents.  The  fact  of  tho 
matter  is,  ?V.  Allard,  that  all  electric  lighting  ma¬ 
chinery  is  entirely  too  'high  now.  These,  high  prices  hurt  • 


[ATTACHMENT] 


—v 

btioinnss,  '"ith  the  le-idon  collar. of  the  Uditnn  floctric 
Tight  Co.  r.  round  nu,  I  have  -never  ?■> <) on  able  t.o  show  v; halt 
c.<n  bo  <’ono.  All.  i,h flu's  people  are  amateurs.  The  ground 
of  cheapening  lum  ncn.’oely  boon  Gcrc.toh.od.  They  do  tpo 
bbnt  ».h« y  cun  with  what.  they  have,  but  let.,  us  brock ’tho  • 
louden  colli-.r  and  you  vill  mo  s  bi*«ln«  coi.ij.et.it. ion  Mint 
v'ill  t.’  o"i  the  real  <jcH.ij.ot it. ion  is.  •  • 

p  o  n  r  t  h.  Ti.c  nan  has  yet.  t.o  be  born  who  can  draw  a 
contract  with  the  writer  on  the  Thom ton-’ least  on  mono  that 
cannot.  >>o  *t •rsri ert .  The  business  Is  too  comprehensive.  'Che 
moment  they  want  to  si. np  payments,  they  can  do  as  th.o  !?oll 
bom;. any  &  id  to  fivnfle  their  ’"e stern  Union  contract  drawn  hy 
several  lawyers  after  three  -  nn-ozntt  ■  *<*-+■.■.■ .  ,  •  - 

>’  i  f  t  I.-,  I  d id  not.  assume  any  particular  value  for 

the  Edison  stocks .  "hat. ever  vultie  they  have,  the  Company 
or  stockholders  paid  no  cash  for  them. 

The  at iit.'-nont.  that  the  Thomwm-Houston  Co.  took 
bonds  at  50  certs  and  stock  at  .bit  X /’'>/-  on  dolls)1,  is  only 
a  play  on  figures,  bookkeepers'  humbuggnr-y  -  and  no  at  at  fe¬ 
mora  at  all,  no  data,  nothing. 

".'hut  rotation  tin  on  the  actual  bottom  cent  of*  the  -• 
station  bear  to  the  bonds  and  stock  is  the  only  deter¬ 
mining  factor  for  ascertaining  whether  the  bonds  are  taken 
at  50  cents  or  some  other  figures. 

{hast  nix  linos  of  paragraph  »  T-H  memo)  My  state¬ 
ment.  holds  good.  Had  we  done-  ns  ThomsOn-Uouston  do  a.  b  we 
would  hnvo  made  enormous  profits.  As  the  Vhonson-Houston 


[ATTACHMENT] 


-4- 

Oompanj  ho  14  their  ■„,„««  *H  hold  their  stock-  and  took  it 
u+,  rt.V  l/rt  cents  on  (folia.",  they  si  mild  inventory'  then  at. 
iOwut  1/1  n,  a„  !.),0  honpuny  tool:  M  eir  stock  «t  par, 

frori  'lompanies  which  have  ,io  vat  nr,  nnrl  what  is  of  fur  more 
oonsoijuonor ,  no  bonds.  Thin  rev-u.;r*rh  „„  .,0  th* 

loor.o  cliHi'nc  ter  of  the  argunenta  of  tpo  writer.  ..  j 


•’  1  x  t  h .  'Phene  urn  not.  large.  oi  ties.  Their  nt.n-  • 

tions  we  twopenny  affairs  overhead,  -ire  make  shifts  find 
nro  equivalent,  to  about.  l/J.n  of  the  gas  supply.  0n„  mighfc. 
w.  well  bond  that,  part,  of  i,  roil  road  whioh  .n»n«  to  gravel, 
pits,  ^hoy  am  not  permanent,  and  go  when  confidence  and 
inventors  go  into  real  electric  lighting. 

■f  o  v  o  n  -t  ,,v.y  ri-oiti.d'we  divide? - ny~niro 

'< honson-Houst. on  lopipuny  t.o  do  our  own  business? 

(Thtge  n,  T-U  rrnno.,  ton  paragraph).  .These  are  the 
usual  stock  phrases.  The  reduced  business  expenses  Ac..- 
argument  is  entire!  y  nullified  by  the-  other  paragraph  of 


the  memo . 

The  statement,  that  they  ask  no  favors  from  the 
k-dison  Company  might,  be  mot.  by  the  fact  that,  having  boldly 
appropriated  and  infringed  every  patent,  we  tvse,  thoro  in 
very  lit. tie  left  to  favor  them  with,  except  our  business, 
which  they  are  now  after. 

The  way  to  reduce  expenses  Vould  bo  for  the  Thnn non- 
Houston  Oo.  to- turn  over  t.heir  inenndoscmt  business  to  us 


o  knovf  it.  and  own  it. ,!  and.  .keep  their- 
solves,  and  work  together;  nut.  they  do 


arc  1  igh t  to  thota- 
not:  want  thin;  they 


[ATTACHMENT] 


[ATTACHMENT] 


consideration  o  r  competition,  and  maintain  ».>,*  tn  do  a 
bun  InoKK  in  this  country,  prices  cm  at  bo  -at.  down 
•‘>n  to  7f’  i,nr  '*'*>'•  l«>wor  th«n  nw.  /-nd  the  rmont  tno 
lend  on  a  oil  nr  nj*  t.  in  M-ht,  kimpuny  in  removed,  it  will  >,o 
done,  and  v,o  will  fin  Jon  a  -rent  profit.  „t  prices  Unit  would 
soon  «W  our  oong.ot.it, 0 m  wh*  -ood,  hn.iny,  w^rousiwo' 
oorg.otit.ion  moans.  Hut.  i.o  rto  this,  tho  new  -Vm, parti  must 
•stand  alono,  unencumbered  by  n't  alliances  or  contracts.  . 
Tho  money  wo  will  haw  will,  bo  an  fTioiont  if  you  find  it, 
film  cult  to  raise  anymore.  If  you  make  tho  coalition,* 
my  usefulness  n»  an  inventor  is  -one.  ”y  seiVicoo  wouldn’t 
})0  worth  a  penny,  I  gun  only  invent,  under  powerful  incen¬ 
tive.  v.n  competition  means  no  invention.  It's  the~sanO 
with  tho  mop.  I  •‘>ut ve  around,  mo.  It, 's  not  money  they  want.., 
but-  a  chance  for  their  ambition  to  work . 


New  York  City,  March  26th,  1889.. 


C . ■  H .  COSTER,  Esq , *  ■. 

Dear  Sir:- 

Pursimni  4  •  R@  EdiS°n  General  Electrlc  Co.  Organization  Contracts 

asked  me!  y°Ur  '•‘"""V  SUbB,U  b6l°W  my  °Rlnl0n  on  the  questions  you' 


c an i t n i  f"  a  director  safely  sign  the  certificate  that,  the 

pital  is  fully  paid  in  in  cash,  as  required  by  Sec.  30  of  the  New  Jer 
sey  statute  of  1876,  under  which  the  Company  is  organized? 
llabil,,  My  rePly  is  that  I  think  he  cannot,  without  incurring  the- 
liability  mentioned  in  Sec.  56  of  that  Act.  Under  the  old  New  Jersev 
statute  qf  1849,  which  the  present  law  of  1875,  substantially  replace! 
the  specific  distinction  in  the  act  of  1875,  between  payment  in  cash  and 

ST*"  Pri°Perty’  1Sn0t  draWn:  oonsequently,  were  that  Act  still  ij 
force,  the  rule  of  law  would  prevail  that  an  honest  payment  of  property 
really  worth  the  amount,  is  equivalent  to  a  payment  in  cash  Jlwde* 

IT™  LNeW  JSTtSTiT  V  ACI  °f  1849>  SUStain 

lv  intended'  i  •  there  is  no  doubt  that  the  Legislature  clear- 

the  same,  he  is  liable.  [See  Secs.  54,  55,  30.  32  and  56]. 

seems  t0  me  that,  the  contracts  in  question  disclose  a 
to  “oiI°.r ?  tbehreqUiren,ent  of  the  Statute  [the  intent  in  fact  being 

lie  »  of  IZ Tn  i°°I'0"tlfl0^M' WUh  the  l6gend  Prescribed  in 
.  of  the  Act],  and  that  the  Courts  would,  under  the  peculiar  re 
qu irements  of.  the  Act,  hold  that,  personal- liability  was  incurred  if  the 
said  Certificate  set  forth  that  the  stock  was  issued  for  cLh 


[2] 


How.  many  certificates  of  fully  paid  capital  i 


t  be 

My  answer  is  that  at  least,  two  must  be  made,  under  Secs  tn 
1  :pti  ;  r:fre  °f  In00rp°ratl0n  «•«»  .General  Co..  contain! 
ta«,„  K 00  000  .LT 

,  eacn.  fl  certificate  that  this  amount  is  all  paid  in  in 
cash  must  be  made  and  filed.  PutureMncreases  of  cani t  "  ln 
from  that  amount  up  to  any  other  desired  amou„ 

aggregate  than  the  limit  of  $1,200,000.  set  forth  in  tL^S 

by  one  celuncl  T,  ^  °f  $10-800>000-  all  be  covered 

Ini  Z  llTt  I!  rrSaSe’  "  ^  SeVeral*  83  may  be  — *  convent- 
.  *  it  may,  a  certificate  for  each  and  all  increases 

i  ,  “  -*  b,  the  offi HIZTT 

majority  of  the  Board,  and  a.orn  to,  aa  provided  Tor  Ip  S.c  30 

-  por  r:r:Lr?rr#  l%r 

aforesaid  oerUno.t.,  the  I?  ^  “•  . 


2. 


personally  liable. 


[3] .  Referring  to  what  is  known  as  the  Trustee  Stock, 
$3,166,650..,  covered  by  what  is  known  as  Agreement  E,  between  the  Gener¬ 
al  Co.  and  Mr.  Decker,  is  that  stock  in  the  eye  of  the  law  issued  for 
cash  and  fully  paid? 

It  appears,  from  the  ceremony  to  be  gone  through  with  here, 
that  after  I  subscribe  for  the  said  stock,  the  General  Co.,  Mr.  Decker 
and  I,  are  to  hand  each  other  our  several  checks' for  the  above  amount, 
which  we  afterwards  exchange  and  probably  tear  up,  and  that  ultimately, 
after  all  the  ceremony  is  gone  through  with,  Mr.  Decker  holds  the  above 
stock  as  stock  supposed  to  be  fully  paid  for  in  cash,  the  real  considera¬ 
tion  therefor  received  by  the  General  Co.,  however,  being  merely  a 
promise  from  Mr.  Decker  that  he  will  sell  the  stock,  under  certain  orders' 
and  pay  the  proceeds  into  the  Treasury  of  the  General  Co-.,  within  two 
years.  *•  There  is  no  limit  as  to  the  price  at  which  Mr.  Decker  may. sell 
it.  If  it  will  not  bring  par,  an  amount:  less  than  par  will  go  into  the 
Treasury,  in  which  case  the  stock  would  certainly  not  be  fully  paid. 

If  the  Directors  would  not  consent,  to  have  it  sold  for  less  than  par, 
would  not  the  stock  itself  have  to  be  turned  over  to  the  Treasury?  '  In 
that  case  would  it  logically  have  been  issued  at  all? 

Can  there  be  any  doubt,  as  regards  this  block  of  stock,  that 
if  the  Certificate  of  Fully  Paid  Capital  required  by  Sec.  30  states  that 
this  stock  is  fully  paid  for  in  cash,  the  consideration  really  being  the 
promise  of  Mr.  Decker  as  set  forth  above,  such  certificate  is  false,  and 
the  officers  and  Directors  who  signed  it  are  liable?  Moreover,  could 
not  Mr.  Decker  be  restrained  from  voting  on  that  stock,  on  the  ground 
that  it  was  issued  without  value? 

I  am  told  that  perhaps  this  stock  may  be  used  as  security 
to  borrow  money  on,  but  it  seems  to  me  that  a  lender  would  hesitate  to 
accept  it  as  good  security,  -if  he  knew  the  facts.  While  there  may  be 
two  sides  to  this  as  to  all  other  questions,  I  think  the 
reason  is  in  favor  of  my  view,  that  at  least  this  particular  block  of 
stock  is  not  fully  paid. 


[4]  Referring  to  the  liability  attaching  to  Directors  who 
sign  a  false  certificate,  as  discussed  above,  are  any  Directors  liable 
in  any  way  except  those  who  actually  sign  it?. 

In  answer  to  this  question,  I  do  not  think  the  liability 
would  attach  to  Directors  who  do  not  sign.  It  is  true  that  if  any  party 
be  ultimately  injured  by  the  falsity  of  the  certificate,  assuming  that 
my  view  of  the  case  is  correct  and  that  the  certificate  is  false,  a 
question  might  arise  whether  the  cautious- Director,  who  saw  and  knew 
what  was  going,  on  but  held  himself,  aloff  while  his  associates  signed  the 
document  which  he.  would  not  sign,  would  not-  be  liable.  It  seems  to  me 
that  this  conduct  on  the  part  of  the  wary  Director  would  not  be  held  to 
be  misfeasance.  Directors  might  honestly  differ  on  this  question  of 
1  lability,  just,  as  the  lawyers  are  now  differing  about  it,  and  I  think, 
there  can  be  little  doubt  that  no  Director  would  be  held  responsible  for 
the  acts  of  his- co-directors  in  this  regard. 


[5]  Assuming  that  all  stock  be  issued,  as  is  now  contem¬ 
plated,  without  the  legend  "Issued  for  property  purchased"  being  stamped 
uoon  the  face  of  the  stock  certificates,  and  assuming  that  Courts  held 
that  in  this  c.ase  the  certificates  were  issued  for  property  and  ought 
therefore  to  have  been  stamped,  is  .that  stock  fully  paid  up,  as  required 
by  Sec.  5  of  the  Act,  or  would  the  holder  of  such  a  certificate  be  liable 
in  a  proper  action  brought  by  a  judgment  creditor  to  recover  a  balance 
due  on  unpaid  stock? 

It  is  difficult,  to  answer  the  above  question.  While  it 
hardly  seems  possible  that  Courts  would  go  so  far  as  to  hold  such  a  stock¬ 
holder  liable,  no  matter  whether  he. was  innocent  of  the  facts  or  knew 
them,  still  I  can  conceive  that  some  Judge  might  possibly  take  an  extreme 
view  and  decide  that  inasmuch  as  the  stock  purports  to  be  cash  stock,  and 
as  no  cash  was  paid  for  it,  the  liability  attaching  to  the  holder  of 
stock  not  fully  paid,  is  enforceable.  Capitalists  intending  to  invest 
largely  in  the  stock  might  hesitate  in  view  of  the  possibil ity  of  this 
result. 

[6]  Assuming  that.  I.  am  right  in  the  criticisms  I  have  made 
above  on  the  present  scheme,  is  there  any  way  whereby  it  can  be  modified 
to  the  end  that  the  present  organization  under  the  New  Jersey  Statute 
may  be  used? 

It  seems  to  me  that  there  is  no  way  of  doing  this  unless  the 
certificates  of  stock  are  stamped  with  the  statutory  words  "Issued  for 

property  purchased." 

The  first  thing  I  would  advise  is  that  the  scheme  for  issuing 
the  Decker  Trustee  Stock.be  abandoned.  I  cannot  see  how  this,  stock  can 
in  any  view  of  the  law  be  held  to  be  issued  in  the  first  instance  as 
fully  paid  for  cash.  But  even  if  that  difficulty  were  removed  by  allow¬ 
ing  that  block  of  stock  to  remain  in  the  Treasury  unissued  for  the  pres¬ 
ent,  there  still  remains  the  objection  that  the  Certificates  of  Stock  art 
not  stamped  with  the  statutory  words  "Issued  for.  property  purchased.". 

Were  la  capitalist  intending  to  invest  in  the  scheme  outlined  in  these 
contracts,  I  would  not  do  so  unless  the  Certificates  were  stamped  with 
the  aforesaid  words  as  required  by  the  statute.  .  If  the  plan  to  issue 
the  Decker  Trustee  stock  were  given  up  and  the  stock  certificates  were 
stamped  with  the  statutory -legend,  I  think  the  present  plan  might  more 
safely  be  carried  out.  But  unless  that  be  done,  it  seems  to  me  that 
the  wisest  course  is  to  abandon  the  present  scheme  and  begin  again  under 
the  laws  of  some  other  State.  In  that  case,  the  scheme  would  be  far 
less  involved  and  the  contracts  much  simpler. 

[7]  -If  the  present  scheme  of  organizing  in  New  Jersey  were 
dropped,  what  other  plan  of  organization  should  be  adopted  in  its  place? 

My  own  opini.on  is  that  the  best  plan  would  be  to  form  a  new 
corporation  under  the  Manufacturing 'Act .of  1848, -State  of  New  York. 

The  Company  is  to  be  emphatically  a  New  York  organization,  and  itsbusi- 
ness  is  in  the  main  to  be  conducted  here.  The  natural  home  of  the 
Company  is  in  this  City,  and  the  incorporation  should,  if  possible  be 
under  the  laws  of  this  State.  ' 


You  are  so  family 


- - ‘  v/ith  the  aforesaid  Act  of  1848 

are^these"1^  S°m6  °f  th®-1#a8t  faDlillar  matters  relating  to  it’  They 

Ca]  Stockholders  are  liable  for  the  services  of 
laborers.  [Sec. 181. 

[b]  If  the  indebtedness  exceeds  the  capital,  the 
trustees  assenting  thereto  are  personally  liable  for  the 
excess..  [Sec.  23], 

[c]  There  is  no  .liability  touching,  false  reports 

and  certificates,  unless  the  signers  know  them  to  be  false 
To  create  personal  liability,  there  must  be  guilty  knowledge 
n  this  regard,  this  statute  is  far  preferable  to  the  New 
Jersey  one.  [Sec. 15]. 

[d]  Stockholders  holding  three  per  centum  of  the 
stock  can  demand  from  the  Treasurer  a  detailed  statement  of 
the  affairs  of  the  Company  every  six  months.  [Sec. 27] . 

[e]  The  fee  for  filing  the  Certificate  of  Incorpo¬ 
ration  in  New  York  is  about  six  times  greater  than  in  New 

Jersey.  In  New.  York  State  it -would  be  Fifteen  thousand 

dollars  on  a  Company  of  .Twelve  million  dollars  capital. 

There  are  no  annual  taxes  on  franchises,  payable  to  the 
State  from  corporations  carrying  on  manufacturing  within 
this  State.  I  think,  the  law  is  the  same  in  New  Jersey. 

[f]  Under  Sec.  3,  Ch.  838,  L.  1866,  the  corpora¬ 
tion  could  hold  stock  in  other  manufacturing  companies  such 
as  the  Shops,  and  could  also  hold  stocks  in  the  licensee 
Illuminating  Companies.  But  I  do  not  think  it  could  hold 
stock  in  the  Light  Co.  I  have- in  mind,  however,  a- plan 
whereby  the  stock  of  the  Light  Co.  could  be  acquired  with¬ 
out  violating  the  statute.  I  think  there  need  be  no  seri¬ 
ous  difficulty  about  that. 

[g]  There  is  no  delay  in  forming  a  corporation 
under  the  Act  of  1848.  .  The  whole  thing  could  be  finished 
in  a  few  hours. 

[h]  There  is  no  provision  for  stamping  any  legend 
upon  certificates  of  stock.  Stock  may  be  issued  for  pro¬ 
perty  purchased  at  a. fair  value.  [Sec. 2,  Ch.333,  L.  1853], 

[i]  The  Act  of  1848  is  remarkably  free  from  pit- 
’  allB  of  a11  kinds,  is  well  known  and  understood  by  the 

C0,nlnUnIty  generally,  has  been  interpreted  by  the 
Courts  for  so  many  years  that  doubtful  clauses  are  now  made 
"rtaln-  and  iS  llkely  t0  confidence  among  investors 

•Generally  speaking,  investors  would  hesitate  less  to  buy 
stock  in  a  company  formed  in  this  State  under  this  Act,  than 
in  one  formed  elsewhere. 

[8].  In  closing  this  letter,  permit  me  to  say  that  T  have 
~d.  It  „  short;.,  possible,  pnrp„.  ,  "f 

c.,  o  .8„  authorities.  „  desire  .  I.,*,,,,  opinion,'  ; 

will  gladly,  prepare  it. 

•  Very  truly  yours, 


[ATTACHMENT] 


I  RK  EDISON  GENERAL  ELECTRIC  CO. 

I  '  .  • 

|  LETTER  from  MR.  EATON  to  MR.Vri- 


|  LARD  accompanying  Set  of  Con- 
$.  tracts  and  other  Papers  for  Or- 

3  eanizatinn  .  • 


[ATTACHMENT] 


New  York  City,  March  30th,  1889J 

HENRY  VILLARD,  ESQ.., 

Dear  Sirs' - 

,  .  Re  Edison  General  Electric  Co.  Pursuant  to  your  request 

LlZl  P77i&  Set  °f  C0ntracts  and  other  pepers  for  organizing  this  ’ 
P  f  nrS"f  "  icate  of  Incorporation  under  the  Manufactur¬ 
es  fono^s  N6W  Y°rk'  ^  beg  t0  hand  th6ra  t0  **  *««rUh." 


S  B  d T  f°rra  °f  C°ntraCt  between  General  Co.  and 

Si  c  r  r 8  ihe  stooks  of  the  shops- wuh  «»«t  «*  Drex- 

'  8  &  C°-  t0  act  as  DeP°SIteries.  and  provisions  relating  thereto. 

F  H  Proposed  form  of  contract  between  the  General  Co.  and 

of  Jbe  uSt"co  Hi  InSUU’  f°r  aCqUlrln«  the  Property  and  assets 
“ns"‘ of  Drs“1'  More“ J  *«  -  »•- 

Trust  Agreement  between  the  Farmers'  Loan  &  Trust  Co 
Mr.  Eaton,  and  Messrs.  Johnson  and  Insull  relating  to  depositing  the 
stocks  of  the  Light  Co.  and  Shops.  • 

By-Laws  of  the  General  Co,  These  are  the  By-Laws 

rr:/™: the  New  jer8eycoBpany- auered  -  •“**-  *■ 

DeUIls  °f  capitalization  and  distribution  of  cash, 
took,  and  Trust  Certificate,,  under  the  various.  Companies . 

_N^_6=  Proposed  minutes  of  First  Meeting  of  Board  of  Trustees. 
eclrl0  c7~  ,  Gortif icate  of  Incorporation  of  the  Edison  General  El- 
including  a  carefully  prepared  statement  of  the  objects  for 
which  the  Company  is  formed.  J  ur 

The  proposed  contract  with  the  Syndicate  for  an  option  to  our- 
“hase  the  Treasury  stock  $2. 666, 660,  I  will  draw  when  requested  to  do 

:;;an  rrr  zs°a  mmber  °f  °thar  papers  r°quired  to  ^  the 

7  °f  or6anization,  but  before  beginning  work  on  them  I  will  require 
further  information.  •  require 

Per,nit  me  t0  say  that  <-he  documents  herewith  submitted  have  all 
been  prepared  within  the  past  two  days,  and  under  such  pressure  that  I 


[ATTACHMENT] 


r:  bni  1  wu  - 1° 

«. ...  S;“;  cciT"  ih*  « 


Respectfully  yours. 


[ATTACHMENT] 


EDISON  GENERAL  ELECTRIC  CO. 


SHERBURNE  B.  EATON 


AGREEMENT.  TO  PURCHASE  STOCKS  OF 


[ATTACHMENT] 


'  A 


no.  1:  | 

THIS  AGREEMENT  made  the  day  of  April,  1889,  between 

the  EDISON  GENERAL  ELECTRIC  COMPANY.,  a  corporation  organized  under  the  ? 
Laws  of  the  State  of  New  York,  hereinafter  called  the  General  Co..,  party  f 

of  the  first  part,  and  SHERBURNE  B.  EATON,  of  the  City  of  New  York,  I 

party  of  the  second  part. 

WHEREAS  the  General'  Coy  has  by  a'  resolution  of  its  Board  of  j=? 

Trustees  passed  April  .,  1889.  determined  that  it  is  desirable  and  ■  1  \ 

necessary,  for  the  business  of  that  Company  to  aaquire  all  the  shares  1 

of  stock  in  the  capital  of  three  certain  manufacturing  corporations  .  !  ' * 

whose  several  products  are  required  in. the  prosecution  of  the  business 
of  the  General  Co..,  the  said-three  corporations  being  as  follows,  to  wit: 

The  Edison  Machine  Works,  Edison  Lamp  Company  and  Bergmann  &  Company., 
the  same  being  ordinarily  known  as,  and  hereinafter  called,  the  Shops: 
and  •  - 


WHEREAS  the  said  Eaton  now  owns  or  controls  a  majority  of  the 
capital  .stock  of  each  of  the  said  three  Shops,  and  is  willing  to  sell 
the  same  to  the  General  Co..,  and  is  further  willing  to  undertake  to 
acquire  possession  or  control  of  the  balance  of  such  stocks  for  the  pur¬ 
pose  of  also  “selling  them  to  the  General  Co..,  and  the  General  Co.  is 
willing  to  purchase  the  same,  such  sales,  to  be  made  subject  to  the  ' 
terms  and  conditions  hereinafter  set  forth: 

NOW  THEREPORE,  in  consideration  of  the  mutual  promises  herein¬ 
after  expressed,  the  said  parties  agree  as  follows:  I 


FIRST:-  The  said  General  Co.  hereby  agrees  to  purchase  from 
the  said  Eaton,  and  he  agrees  to  sell  as  fast  as  he  acquires. the  same, 
all  the  shares  of  stock  in  the  above  named  three  corporations  or  Shops, 
the  price  to  be  paid  therefor  to  be  $3,  485,  000 apportioned  as  fol¬ 
ia]  The  price  to  be  paid  for  the  stock  of  the  Machine 
Works,  the  capital  of  which  is  $750,000.  divided  into  7,500 
shares  of  $100.  each,  is  $1,400,000.':  that  is  to  say  at  the 
rate  of  $186.$  per  share,  the  said  purchase  price  of  each 
share  to  be  paid  as  follows,  to  wit':  Cash  $62.22,  and  the 

balance,  approximately  $124.-46,  in  shares  of  the  capital  stock 
of  the  said  General  Co.  at  par.,  a  portion  thereof.,  to  wit.  J 

$46. §,  to  be  represented  by  Trust  Certificates,  provided  for 

below. 


•  lb]  The  price  to  be  paid  for  the  stock  of  the  Lamp 

Company.the  capital  of. which  is  $250,000.  divided  into  100 

shares  of  $2,500.  each,  is  $1,200,000.:  that  is  to  say  at 
the  rate  of  $12,000.  per  share,  the  said  purchase  price  of 


[ATTACHMENT] 


each  share  to  be  paid  as  follows,  to  wit:  Cash  $4,000;.,  and 

the  balance, .  8,  000;.,  in  shares  of  the  capital  stock  of  the  said 
General  Co.  at  par.,  a  portion  thereof,  to  wit,  $3,000..,  to  be 
represented  by  Trust  Certificates,  provided  for  below; 

[c]  The  price  to  be  paid  for  the  said  stock  of  Bergmann 
j  &  Company.,  the  capital  of  which  is  $750,000  divided  into  7,500 

shares  of  $100.  each,  is  $885/000.-:  that  is  to  say  at  the 
rate  of  $118.  per  share,  the  said  purchase  price. of  each  share 
|  t0  be  paid  as  folloWs.  to  wit:  Cash  $38...  and  the  balance 

$80..,  i.n  shares  of  the  capital  stock  of  the  said  General  Co. 
at  par.,  a  portion  thereof.,  to  wit,  $30...  to  be  represented  by 
Trust  Certificates,  provided  for  below. 

.SECOND:-  It  being  considered  desirable  and  of  advantage  to  the 
shareholders  in  the  Shops,  whose  shares  of  stock  are  to  be  sold  to  the 
i  General  Co>  as  ^rein  provided  for.,  and  it  being,  the  intention  of  the 
|  PartleS  heret0*  that  as  re8ards  a  certain  portion  or  percentage  of  the 
shares  of  the  General  Co.  payable  in  exchange  for  the  said  shares  in  the 
Shops,  all  dividends  thereon  should  be  contributed  to  the  General  Co 
unti!  the  earnings  of  the  said  General  Co..,  as  determined  by  its  Board 
of  Trustees,  shall  amount  in  any  fiscal  year  to  eight  per  centum  upon 
the  entire  capital  stock  of  the  said  Company;  and  it  being  further  con- 

;  es;:?r;  in,order  the  more  effectuany  to  tie 

I  vh  ch“r;  ,  1  aforesa*d  portions  or  percentages  of  stocks,  as  to 
Whi0h  dlvldsnds  are  to  be  donated  as  aforesaid,  should  be  deposited  in 
j  trust  with  the  Farmers  Loan  and  Trust  Company.,  the  said  Trust  Company 
to  issue  certain  Trust  Certificates  as  provided  for  below  in  this  in¬ 
strument,  in  exchange  therefor.,  the  said  Trust  .to  continue  until  eight 
1  Per  °entUm  °n  the  tolal  capital  stock -of  the  General  Co.  shall  have  been 

oefrsnLckaS-afthreSpald!  /I  13  agreed  that  aS  re8ardS  the  pa^ents  m  Shares 
of  stock  in  the  General  Co.  to  be  made  to  the  said  Eaton  as  aforesaid, 

certain  percentages  thereof  shall,  immediately  upon  receipt  thereof  by 
him  from  the  General  Co,,  be  deposited  by  him  in  trust  with  the  Farmers' 
Loan  and  Trust  Company.,  of  New  York,  subject  to  a  certain  Trust  Agree¬ 
ment  made  of  even  date  herewith  by  and  between  the  said  Trust  Company 
and  the  said  Eaton,  and  E.  H.  Johnspn  and  Samuel  Insull.  a  copy  of 
which  is  hereto  annexed,  marked  Exhibit  "A", -the-said  percentages  of 
stock  thus  to  be  deposited,  the  same  to  be  represented  by  Trust  Certi- 
oates  as  prbvlded  for  in  the  said  Trust  Agreement,  being  as  follows: 

[a]  As  regards  the  purchase  price' of  each  share  of  stock 
of  the  Machine  Works.  $46  §  of  the  said  stock  of  the  General 
Co.  shall  be  deposited  in  the  said  trust,  the  total  deposit  ■ 
in  this  regard  being  $350,000. 

[b]  As  ^gards  the  purchase., price  of  each  share  of  the 

stock  of  .the  Lamp  Company.,  $3,000.  of  the  said  stock  of  the  " 


[ATTACHMENT] 


General  Co.  shall  be  deposited  in  the  said  trust,  the  total 
deposit  in  this  regard  being  $300,000. 

[c]  As  regards  the  purchase  price  of  each  share  of  the 
stock  of  Bergmann  &  Company,  $30.  of  the  said  stock  of  the 
General  Co.,  shall  be  deposited  in  the  said  trust,  the  total 
deposit  in  this  regard  being  $225,000.  j| 

-aid  WS  agreed  that  aS  regardS  a11  shares  of  st00k  in  the 

said  three  corporations,  or  Shops,  to  be  sold  by  the  said  Eaton  to  the 

I;-?1  hereln  Provided  for.,  and  as  regards  the  purchase  price 

payable  therefor.,  including,  the  Trust  Certificates  provided  tor  in  the 
Trust  Agreement  hereto  annexed,  the  same  shall  be  deposited  with  the 
banking  house  of  Drexel,  Morgan  S,Co.„  New  York  City,  subject  fo  the 
provisions  of  a  Memorandum  hereto  annexed  marked  ".Exhibit  B"„  and  of 

ne;«.°0Z\:0a0t  ^  fUCh  DeP9Sltarles  heret0  marked  ".Exhib¬ 

it  C  .  that  is  to  say.  for  purposes  of  security,  and  convenience,  all 

•  °°ka;  """  TrUSt  Cartificates.  as  aforesaid,  shall  be  received  and 

distributed  by  Drexel,  Morgan  &  Co..,  without  passing  through  the  hands 
or  custody  of  the  said  Eaton.  6  s 

.  ~ Uf Hi  "  Neither  of  the  Partles  hereto  shall  be  held  liable  fo, 
any  act  or  default  of  any  agent  or  person  employed  in  any  capacity  in 

he'reT "Vi  7  Pr°VlSl0nS  of  ^.agreement,  but  each  of  the  parties 
also  ex!i!  liabV0t  MS  °wn  fraud  or  willful  misconduct  and  shall 
ment  of  agents^'0™  6  ^  ^  g°°d  faIth  ln  thS  Seleotion  «d  employ 

IIPTHi."  In  case,  the  said  Eaton  fails  to  acquire  possession  of 
the  entire  capital  stock  of  the  said  three  Shops,  as  rapidly  as  required 
by  the  General  Co..,  the  said  General  Co.  may  at  anv  timo  on  n  q  ... 

llllTtrlThT  t0  T  SaId  Eat°n'  St°P  PUrChaSlng  the  said  shares  "of 
stock  from  him  as  herein  provided  for. 

AH  shares  of  stook'  whether  in  the. Shops  or  the  General  Co-;., 

°  “7  at  7  tlme  bS  in  the  oustody  or  control,  of  the  said  Eaton  or 
i  a  d  Dr9“1,  M°rgan  *  C°-  und*r  the  provisions  of  this  agreement 
shall  be  voted  on  by  the  same  under  the  direction  of  the  Board  of  Trus¬ 
tees  of  the  General  Co. 

one  halfT^S^grer!,t  Sha11  not  blnd  General  Co.  until  at  least 
aforesaid,  shall  have  agreed  to  sell.  .  ...** 

•o  «*■  rr1  c°- 

°,rs  j. 


[ATTACHMENT] 


his  hand  and  seal.  Done  at  the  City  of  Nev;  York,  on 
first  above  named. 

EDISON  GENERAL  ELECTRIC  COMPANY 
by 


•  [Seal] 

Attest. 


Secretary. 


the  day  and  year 


President . 


[Seal] 


Witness  to  Mr.  Eaton. 


[ATTACHMENT] 


E-X  H  I  B  I  T  A  . 


[i  Thls  Exhlbit  is  the  Trust  Agreement  between  Mr.  Eaton 
I  and  the  Farmers  Loan  &  Trust  Company,  and  will  be  found  in  a  separate 
I  wrapper  by  itself,  marked  “No.  3". 


[ATTACHMENT] 


EXHIBIT'S.. 


.MEMORANDUM  of  Details  for  Depositing  the  Shares  of  Stock  in  the 
Shops,  with  Drexel,  Morgan  &  Co.,  as  Depositaries,  as  provided  for  in 
the  Annexed  Agreement  made  by  and  between  the  Edison  General  Electric 
Company  and  Sherburne  B.  Eaton. 


Drexel,  Morgan  &  Co.  will  act 
to  facilitate  the  sales  and  transfers 
ment  mentioned  above. 


Depositaries, 
ivided  for  in 


or  Intermediaries 
the  annexed  agree- 


II. 

The  General  Co.  or  Sherburne  B.  Eaton  shall  supply  Drexel, 

Morgan  &  Co.  with  the  requisite  cash,  certificates  of  stock  in  the  Gen¬ 
eral  Co.,  and  Trust' Certificates,  to  enable  them  to  promptly  pay  for  all 
shares  offered.  Temporary  Receipts  may.  be” issued  by  Drexel,  Morgan  & 

Co.  in  their  discretion,  but  no  payments  shall  be  made,  in  exchange  for 
such  Receipts,  until  at  least  one-hal-f  in  amount  of  the  Shareholders 
of  each  of  the  three  Sh.ops  shall  have  either  agreed  in-writing  to  sell,  or 
deposited  their  shares  with  Drexel,  Morgan  &  Co. 


I  i  J , . 

No  charge  shall  be  made  Shareholders  for  transfers  and  receipts. 
Fractional  shares  shall  be  avoided  by  fair  equal izations • in  cash. 

Stocks  purchased  shall  be  turned  over  to  the  General  Co.  by  Drexel, 
Morgan  &  Co.  as  fast  as  purchases  are  completed;  and  the  voting  power 
on  all  shares  covered  by  the  said  agreement,  whether  in  the  Treasury  of 
the  General  Co.  or  in  the  hands  of  Drexel,  Morgan  &  Co,  as  Depositaries 
as  afo'resaid,  or  of  the  said  Eaton,  shall  be  under  the  control  of  the 
Board  of  Trustees  of  the  General  Co.  The  period  for  depositing  stocks 


[ATTACHMENT] 


[ATTACHMENT] 


E  X  H  I  B  I  T.  C 


Consent  of  Drexel,  Morgan  &  Co.  to  act  as  Depositaries. 

JE,  the  undersigned,  having  read  the  annexed  agreement  between 
the  Edison  General  Electric  Company  and  Sherburne  B.  Eaton,  together  with 
the  accompanying  Exhibits  A  and  B,  hereby  consent  and  agree,  for  the 
purpose  of  completing  the  purchases  and  sales  of  stocks  therein  provided 
f  or,  to  act.  as- Depositaries,  on  the  terms  and  conditions  therein  set 
forth.  Done  at  the  City  of  New  York,  State  of  New'York,  on  this  the  i 
day  of  April,  1889.  i 


[ATTACHMENT] 


■  r/Y' 


EDISON: GENERAL  ELECTRIC  CO. 
—  and - 

•  E.  H.  JOHNSON  and  S.  INSULL. 


AGREEMENT  FOR  SALE.  OP  LIGHT  CO. 
r/I  ~  STOCK,  also  Consent  of  Drexel, 

;  fc.  Morgan  &  Co.,  to  Act.  as  Deposita- 
'Jfei’  ries,  with  Memorandum  Relating 


1889. 


[ATTACHMENT] 


No.  2. 

THIS  AGREEMENT  made  the  day  of  April,  1889,  -  be- 

tween  EDISON  GENERAL  ELECTRIC  COMPANY,  a  corporation  organized  under 
the  laws  of  the  State  of  Nev;  York,  hereinafter  called  the  General  Co  ' 
party  of  the  first  part,  and  EDWARD  H.  JOHNSON  and  SAMUEL  INSULL,  both 
of  New  York  City,  parties  of  the  second  part.  ' 

.WHEREAS  the  General; Co.  has. by  a  resolution  of  its  Board  of 
Trustees  passed,  the  .  ,-  day  of  April,  ' 1889,  determined  that  it 

is  desirable  and  necessary  for  the  business  of  that  Company  to  acquire  ' 
all  the  property  and  assets  of  a  certain  corporation  named  the  Edison 
Electric  Light  Company,  hereinafter  called  the  Light  Co.,  including  its 
patents,  inventions,  and  rights  relating  to  electric  lighting  and  to  the 
general  application  of  electricity  for  the  purposes  of  electric  light, 
heat  and  power;  and 

fflEREAS  the  said  General  Co.,  recognizing  the  fact  that  it  can 
acquire  the  aforesaid  property  and  assets  of  the  said  Light  C6.  only  by 
the  unanimous  consent  of  the  shareholders  of  the  said  Company,  desires 
to  enter  into  an  arrangement  with  the  said  Johnson  and  Insull  for  the 
purchase  by  them  of  all  the  shares  of  the  Light  Co.,  to  the  end  that  the 
unanimous  consent  of  the  shareholders  of  that  Company  may  thus  be  secured 
for  t.ie  acquiring  by  the,  General  Co.  of  all  the  property  and  assets  of  — 
the  Light  Co.,  as  aforesaid;  and 

WHEREAS  the  said  Johnson  and  Insull  are  willing  to  undertake  the 
task  of  purchasing  all  of  the  said  stock  of  the  Light  Co.,  on  the  terms 

and  condition  hereinafter  set  forth! 

N0Wl  THEREFORE,  in.  consideration  of  the  mutual  promises  herein 
expressed,  the  parties  hereto  agree  as  follows: 

The  said  Johnson  and  Insull  hereby  agree  to  use  their 
prompt,  and  best  efforts  to  purchase  or  otherwise  secure  full  and  absolute 
control  of  all  of  the  stock  of  the  said  Light  Co.,  and  as  fast  as  any 
portion  of  the  said  stock. is  secured,  to  immediately  deposit  the  same 
with  the  General  Co.  to  be  held  by  it  subject  to  the  provisions  of  this 
agreement . 

■  •  JECONPi  Whereas  the  value  placed  upon  the  said  property  and 

assets  of  .the  Light.  Co.:  by  the  General  Co.,  and  the  price  which  the  Gen¬ 
eral --Go.  is  willing  to.-pay  for  ther  same,  I  is  four  millions  of  dollars 
[$4,000,000.];  , -and  whereas,  the  Light.  Co.  •  is  willing  to  advance  and  pay 
to  the  said- Johnson  and  Insull  the  aforesaid  price  as  fast,  as,  and  in 
proportion  as;  they  may  acquire  the  shares  of  the  capital  stock  of  the 
Light  Co.,  as  aforesaid,  upon  condition  that  they  will  deposit  with  the 
General  Co.  the  Certificates  of  Stock  as  regards  any  and  all  shares  which 
the  General- Co.may  pay  for  as  aforesaid,- the  same  to  beheld  by  the  General 
Co.  as  security  for  the  said  payments  or  advances;  and -whereas,  the 
capital  stock  of  the  Light  Co.  being  $1, 500,  000.- divided  into  16  000 
shares  of  the  par  value  of  $100.-  each,  the  proportionate  price  to  be  paid 
or  advanced  by  the  Light  Co.  to  the  said  Johnson  and  Insull  as  aforesaid, 
for  each  share  of  stock  of  the  .Light  Co.  deposited  with  the  General  Co'. 


[ATTACHMENT] 


3’-  2. 

as  above  provided  for, .  would  be  $266.1:  Now,  therefore,  the  General  Co 

l  t0  adVan°e  ^  Pay  t0  th@  Sald  Johnson  a"d  Insull  the  said 

sum  of  $266.1  upon  each  and  every  share  of  stock,  in  the  Light  Co  cer¬ 
tificates  for  which  they  may. deposit  with  the  General  Co.  as  afoiesaid 
the  said  payment,  to  be  made  in  the  capital,  stock,  of  the  said  General  Co 

General  r  — ref ' ' -wit<  to.be  advanced  in  stock  of  th^’ 

General.  Co.,  at.  par,  .  and  the  balance,-  to  wit  $91  i  in  v,~ 

plaIeUSf,  Cert4fii0aiteS'  &S  herelnaner  P^^ed  for.,  ’  the  same  tHIL^he 
villi  T .  ^  am°Unt'  °f  St°*k  ln  the  sald  ”al  Cd.,  as  pro-  : 

11  .  d  ,  hl®  instrument,  and  in  a  certain  Trust.  Agreement,  Exhibit: 
j  A’  heret0  annexed,  and  hereinafter  more  particularly  referred  to. 

fl  .  '  It.  being,  considered  desirable  and  of  advantage,  to  the  • 

Si  aharf°lders  in  the.  Light.  Co.,  whose  shares  of  stock,  are  to  be  sold  Jo 
|.  the  General.  Co.,  as  herein  provided  for, .  and  it.  being  the  intention  of 
;  the  parties  hereto,  that,  as  regards  a  certain  portion  or  percentage  of. 

I  *e  J T™1  C°-  payable  ln  exchanee  for  the  said  shares  in 

I!  S  co  intn'ih  I  ^  there°n  Sh°Uld  bS  00ntrlbu—  to  the  Gener- 
1  Board'  ^  ♦  6ar!!  I186  °f  thS  Sald  General  Co-  as  determined  by  its 

1  B  d  °f  Trustees*  shall  amount  in  any  fiscal  year  to  eight  per  centum 

desirabl  “T"  l**"*  Si°°*  the  sald  Company;  -andbit  being-further 
Sat  h  0ITT  the^ raore  effectually,  to  carry  out  the  above, Inten-  ■ 

tion,  that  the  aforesald-portion-or-percentage  of  stbcks'asTo^wrich--— 
dividends-are-to  be-donated-as-aforesaid,  -should  be  deposited  in  trust 
with  the  Farmers'.  Loan  and  Trust.Company,  the  said  Trust, -Company  to  issue 
certain  Trust.  Certificates  as  provided  for  below  in  this  instrument,  in 

er:!?  ih\sald  Trust-to  continue  «ntn,elght.per  oentumon 
the.  total  capital  stock,  of  the  General  Co.  shall,  have  been  earned  as 

;Itn1S  agreed  that,  as  regards  the  payments  in  shares-  of  stool 
in  the  General  Co.,  to  be  made  to  the  said  Johnson  and  Insull  as  afore- • 
said,  a  certain,  percentage  thereof  shall,  immediately  upon  receipt,  there- 
of  -by -them  f-rom  the  General^  Co.-,  be  deposited  by  them  i-n  trust,  with  the 
Farmers  .Loan  and  Trust.  Company,  of  -New  York.  City,  subject,  to  the  certair 
Jrust,  Agreement, .  already  mentioned  herein,  made  of  even  date  herewith 
byand  between  the,  said  Trust.  Company  and  the  said  Johnson  and.  Insull, 
and  Sherburne  B.;  Eaton,  a.  copy.  of  which  is  hereto  annexed,  .marked  Exhib¬ 
it.  A,  the  said  percentages  of  stock,  thus  to  be  deposited,  the  same  to 
be  represented  by  Trust.  Certif  icates  as  provided  for  in  the  said  Trust 
•Agreement,  being  as -follows: 

tPRR<,  AS  rafards  ' the-amountvbf  stock,  in  the:  General.  Co.,  to  wit,  . 

$266<S,  payable  to-the  said.  Johnson  and  Insull,  upoh  their . depositing 
each  share  of  .the  Light  Co.,  as  herein  provided  for,  a  portion  thereof,. 
tlf  r°UnV  $i  \  ShaU  bG  rePresented  by  the  aforesaid  Trust  Cer- 
)  Trln  !  inasmuch  as  the.  total  number  of  shares  of  the  Light  Co 

lm t0lal  am0Unt  °f  the  ™  ----- 

the  saidTr^Tn  “ S* that-“  regards  &11  sfiares  of  stook 
the  said  Light  Co.,  to  be.  deposited  by  the  said  Johnson  and  Insull  with- 

the  General  Co.  as  herein  provided -for,  and  as  regards  the  stock  in  he 


[ATTACHMENT] 


!  Gen6ral  C°*  to  be  advance.d  thereon  by  that  Company  to  the  said  Johnson 

!  and  Insu11'  lnoludIn8  the  Trust  Certificates  provided  for  in  the  Trust 

!  Agreement  hereto  annexed,  the  same  shall  be  deposited  with  the  banking 

:  house  of  Drexel,  Morgan  &  Co.,  New  York  City,  subject  to  the  provisions 

[  of  a  M^«°randum  hereto  annexed  marked  "Exhibit  B"„  and  of  their  Consent 
|  t0  aot  as  such  Depositaries  hereto  annexed  marked  'Exhibit  C"-  that 
j  is  to  say,  for  purposes-  of  security  and  convenience;  all  stocks  and 
i  Trust  Certificates,  as  aforesaid,  shall,  be  received  and  distributed  by 
Drexel,  Morgan  &  Co.,  without,  passing  through  the  hands  or  custody  of 
the  said  Johnson  and  Insull. 

— In  case  the  said  Johnson  and  Insull.  fail  to  acquire 
possession  of  the.  entire  capital  stock,  of  the  said  Light.  Co.  as  rapidly 
as  required  by  the  General  Co.,  the  said  General  Co.,. may  at  any  time 
on  reasonable  written  notice  to  the  said  Johnson  and  Insull, . stop  pur¬ 
chasing  the  said  shares  of  stock,  as  herein  provided  for. 

All  shares  of  stock,  whether  in  the  Shops  or  the  General  Co 
which  may  at  any  time  be  in  the  custody  or  control  of  the  said  Johnson 
and  Insull  or  the  said  Drexel,  Morgan  &  Co. ..under  the  provisions -of .'  . . 
this^agreement,  shall  be  voted- on  by  the  same  under  the  direction  of  the 

Board,  of  Trustees  of  the  General  Co. 

This  agreement,  shall  not.  bind  the,  General.  Co.  until-  at.-leaet _ 

one-half  of  the  stock  of  the  said  Light  Co.  shall  be  under  the 
control  of  the  said  Johnson  and  Insull.  for  del ivery,  -or  the  owners  of 
at.  least,  one-half,  as  aforesaid,  shall- have- agreed  to- sell.  . 

The  General’ Co.  shall,  nod.,  sell,  pledge  or  in  any  way.  whatever 
|  transfer -any  of  the  stock,  in  the- Light,  do.  deposited  with  it.  as  herein 
|  provided -for,  without  first,  having -obtained-  in  writing  the  consent,  of 
the  said  Johnson  and  Insull.  together  with  the  further  written. consent 
of  at  least  two-thirds  of  the  Board  of  Trustees  of  the  said  General  Co. 

.SIXTH:  When  all  the  capital  stock  of  the  Light  Co.  shall  have 

been  deposited  with  the  General  Co.,  as  herein  provided  for,  and  unani- • 
mous  consent  by  ’the  owners  of  all  the  said  stock  shall  have  been  given 
to  the  transfer  by  the  Light  Co.  of  all  its  property  and  assets  to  the 
General  Co.,  also  as  provided  for  herein,  and,  further,  when  such  trans¬ 
fer  shall  have  been  made  and  completed  and  the' General  Co.  shall  be  in 
full,  perfect,  and  quiet,  possession  of.  all  the  .aforesaid  property  and 
assets  of  the  Light  Co.,  of  every- sort,  and  description  whatsoever.,  in-  ■  ■ 
ciuding  all  patents,  inventions,  rights,  franchises,  stocks,  bonds,  and 
all  onuses  0f  actiori  of  every -kind  whether  in  law  or  equity,'- the  General 
Co.  will  give  back  to  the  said  Johnson' and  Insull  all  the  shares  of 
jstock.  of  the  Light  Co.  deposited  by  them' with  the  said*General  Co  as 
provided  for  herein.  -  ‘ 

'-^3WTH!>'  Neither  of  the  parties  hereto  shall  be  held  liable 
for  any  act  dr  default  of  any  agent  or  person  employed  in  any  capacity 
in  carrying  out  the  provisions  of  this  agreement,  but  each  of  the  par- 
hereto  shall  be  liable  for  his  own  fraud  or  willful  misconduct  and 
also  exercise  reasonable  care  and  good  faith  in  the  selection  and 
employment  of  agents.  ,  ■ 


[ATTACHMENT] 


1  K  WITNESS  WHEREOF  the  said  General  Co.  has 
!  oaused  its  c°rp°rate  name  and  seal  to  be  hereto  affixed  by' its  proper 
i  °[fi°er“  lh6r0untc  duly  authorised;  and  the  said  Eaton  has  hereunto  set 
I  ^1S  hand  and  seal  •  Dol1e  at  the  City  of  New  fork  on  the  day  and  year 
first  above  named. 

I  EDISON  GENERAL  ELECTRIC  COMPANY 

by 


Witness  to  Mr.  Eaton. 


[ATTACHMENT] 


„  „  This  Exhibit  is  lbe  Trust  Agreement  made  by  and  between 

o  u.  *Ai-u„.  b.  rf.  JOHNSON  and  SAMUEL  INSULL.  and  the  Farmers'  Loan 

I  marked  No^r"7’  'Whi°h  V'1H  ^  f°Und  *"  &  S6parate  wraPPer  *  “self, 


[ATTACHMENT] 


UH  J  B  IT  B  . 


MEMORANDUM  of  Details  for  Depositing  the  Shares  of  Stock  in. the 
Edison  Electric  tight.  Company,  with  Drexel,  Morgan  &  Co..,  as  Deposits- - - 
'iTies,  as  provided  for  in  the  Annexed  Agreement  made  by  and  between  the 
|j  EDISON  GENERAL  ELECTRIC  COMPANY  and  E.H.  JOHNSON  and  SAMUEL  INSULL. 


Drexel,  Morgan  &  Co.  will  act  as  Depositaries,  or  Intermediaries, 
to  facilitate  the  sales  and  transfers  provided -for  in  the  annexed  agree¬ 
ment,  mentioned  above.  6 


-i-i. 


The  General  Co.  or  Johnson  and  Insull  shall  supply  Drexel,  Mor¬ 
gan  &  Co.,  with  the  requisite  cash,  certificates  of  stock  in  the  General 
Co.,  and  Trust.  Certificates,  to  enable  them  to  promptly  pay  for  all 
shares  offered.  Temporary  Receipts  may  be  issued  by  Drexel,  Morgan!  & 
Co.,  in  their  discretion,  but  no  payments  shall  be  made  in  exchange  for 
such  receipts,  until  at.  least,  one-half -in  amount,  of  the  Shareholders  of 
the.  Light.  Co.  shall  have  agreed  in  writing  to  sell,  or  deposited  their 
shares  with  Drexel,  Morgan  &  Co. 


III. 


..j  charge  shall  be  made  Shareholders  for  transfers  and  receipts 
fractional  shares  shall,  be  avoided  .by  fair  equalizations  in  cash  Stocks 
purchased  shall  be  turned  over  to  the  General  Co.  by  Drexel,  Morgan  & 

Co.  as  fast  as  purchases  are  completed;  and  the  voting  power  on  all 
f shares  covered  by  the  said  agreement,  whether  in  the  Treasury  of  the 
-al  Co.  or  in  the  hands  of  Drexel,  Morgan  &  Co.  as  Depositaries  as 
aforesaid,  or  of  the  said  Eatqn,  shall  be  under  the  control  of  the' 

asahe  TrUS\T /I  the  G9neral  C°-  The  Period  for.  depositing  stocks 
as  herein  provtded-for.,  may  be  limited  at,  will  by  the  General  Co.,  writ¬ 
ten  notice  whereof  shall  be  given  to -Drexel,  Morgan  &  Co.  Reasonable 
I  compensation  for  their  services  hereunder  shall  be  paid  by  the  General 

rexe  ,  organ  &  Co.,  together  with  all  expenses,  including  le¬ 
gal  advice,  printing, &o.  including  ie- 


[ATTACHMENT] 


-u^r^z".:  5-*  zur  r\r 

*■•*  'w*>°  >•»  ~.p 


[ATTACHMENT] 


S  X  H  I.B  I  T.  C  .. 


Consent,  of  Drexel,  Morgan  &  Co.  to  act  as  Depositaries, 

r the  undersigned,  having  read  the  annexed  agreement,  between 
the  EDISON  CENTRAL  ELECTRIC  COMPaKT-ana:-BDWSRD~HT~JOHNSOW^d~SIRPEir~ 
INSULL  together  with  the  accompanying  Exhibits  A  and. B,  hereby  consent.  i 
and  agree,  for  the  purpose  of  completing  the  purchases  and  sales  of  stock! 
therein  provided  for.,  to  act,  as  Depositaries,  on  the  terms  and  condi-  ' 
tions  therein  set.  forth.  Done  at.  the  City  of  New  York,  ;State  of  New 
York,  on  this  the  day  of  April,  '1888.- 


[ATTACHMENT] 


1| 

1.U 


FARMERS  *  LOAN  &  TRUST.  COMPANY 

—  with - 

SHERBURNE  B.  EATON 


JOHNSON  AND  SAMUEL  fNSULL; 


[TRUST  AGREEMENT.  RELATING  TO  DE-  ' 
iPOSIT  IN  TRUST.,  OF  SHARES  OF 
■IsTOCK  IN  LIGHT  CO.  AND  SHOPS; 
IaLSO  FORM  OF  TRUST  CERTIFICATE; 


Dated,  April  1889. 


[ATTACHMENT] 


THIS  AGREEMENT,  made  the  day  of  April,  1889,  between  the 
FARMERS-  LOAN  &  TRUST.  COMPANY,  of  New  York  City,  hereinafter  called  the 
TRUST.  COMPANY,  party  of  the  first  part?,  and  SHERBURNE  B.  EATON,  of  New 
York  City.,  "party,  of  the  second  pari/;  and; EDWARD  H.  .JOHNSON  and  SAMUEL 
JNSULL,  both  of  New  York  City,  •parties  of  the  -third  part.. 


WHEREAS  the  said  Eaton  has  heretofore  entered  into  a  certain 
agreement  with  a  certain  corporation  known  as  the  Edison  General  Elec¬ 
tric  Company.,  hereinafter  referred  to  as  the  General  Co..,  for  the  sale  by 
him  to  it  of  all  the  shares  of  stock  in  three  certain  other,  corporations 
known  and  hereafter  referred  to  herein  as  the  Shops,  to  wit:'  The  Edi¬ 
son  Machine  Works,  Edison  Lamp  Company,  and  BergmannS  Company,  the  said 
agreement  being  hereto  annexed  for  reference,  marked  Exhibit  A;  and 


- the  said. Johnson  and;Insull  have  also  heretofore  entered 

into  a  certain  agreement  with  the  said  General  'Co.!,  for  selling  to  it 
the  entire  property  and  assets  of  a  certain  other  corporation  known  as 
the  Edison  Electric  Light  Company,  hereinafter  referred  to  as  the  Light 
’  *nd  f  °r  •  ?lng  thejnjanimous  •consent  of  all,  of  the  shareholders 
e  said  Light  Co.:,  to  such  sale,  the  said  agreement  being  also  here¬ 
to  annexed  for  reference  marked  Exhibit  B;  and 


WHEREAS  both  of  the  aforesaid  agreements  provide  'for  deposit-- 
ing  in  trust  with  the  said  Trust  Company,  certain  shares  of  stock  in  the 
said  General  Co.'.,  and  for  the  issuing  by  the  said  Trust  Company  of  cer¬ 
tain  Trust  Certificates  in  exchange -for  the  said  shares  thus  deposited; 
and 

WHEREAS  it  is  intended  by  this  agreement  to  set  forth  the  terms 
and  conditions  upon  which  the  aforesaid  trust;  is  created: 


NOW  THEREFORE,  in  consideration  of  the  mutual  promises  herein, 
made,  and  of  the  sum  of  one  dollar  in. hand  paid  by  each  of  the  parties 
hereto  to  each  of  the  others,  the  receipt  whereof  is  hereby  acknowledg¬ 
ed,  IT.  IS  AGREED:  .  6 


.FIRST;.-  The  said  Trust  Company  HEREBY  AGREES  to  receive  and 
hold  in  trust  subject  to  this  agreement,  any  and  all  shares  of  stook'in 
the  said  General  Co;  delivered  to  it  by  either  the  said  Eaton  or  the 
said  Johnson  and  Insull,  or  by  the  banking  house  of  Drexel,  Morgan  &  Co 
acting  as  Depositary  as  provided  for  in  the  two  said  agreements, copies  ' 
of  which  are  hereto  annexed  as  aforesaid,  and  to  issue  its  certain  Trust 
Certificates  as  against  such  deposits  and  in  exchange  therefor.,  the  said 
Trust  Certificates  to  be  of  the  same,  tenor  and  effect  as  the  form  of 
Trust  Certificate  hereto  annexed,  marked  Exhibit  C. 


SECOND:- 

in  the  General  Co-. 


The  total  value  at  par  .of  the  said  shares  of  stock 
to  be  deposited  With  the. said  Trust  Company  by  the 


[ATTACHMENT] 


!  said  Eaton  and  by  the  said  Johnson  and  Instill,  as  aforesaid,  is  Two 
!  Million  two  hundred  and  fifty  thousand  Dollars  [$2,250,000.].,  that  is 
!  t°  SW-  Twenty-two  thousand  five  hundred  [22,500]  shares  at  the  par  value 
of  One  hundred  Dollars  [$100]  each,  the  same  being  apportioned  as  fol¬ 
lows,  to  wit:  Maximum  amount  to  be  deposited  by  the  said.  Johnson  and 
|  Insull,  Eight  hundred  and  seventy-five  thousand  Dollars  [$875,000].,  and 
j maximum  amount  to  be  deposited  by  the  said  Eaton,  Eight  hundred  and  sev- 
| snty-f ive  thousand  Dollars  [$875,  000]-. 

!  .  THIRD:-  The  said  Trust  Certificates  shall  be  in  such  amounts 

|;and  made  out  in  such  names  as  the  aforesaid  Depositaries,  to  wit,  Drexel 
j  Morgan  &  Co..,  may  request,  and  shall  be  assignable  in  like  manner  as 
(  Certificates  of  stock  are  assignable,  and  the  said  Trmit .  m _  . 


certificates  ox  stock  are  assignable,  and  the  said  Trust  Company.,  Trus 
.ee  as  aforesaid,  shall  keep, .  or -cause  to  be  kept,  a  register  of  the 
:ame,  and  shall  receive  the  same  from  time  to  time,  as  they  may  be  as- ' 
iigned  and  surrendered,  and  issue  new  certificates  in  exchange  for  all 


■!  .  -QURTH:  ~  The  sald  Trust  Company  shall  hold  the  said  shares  .of 
stock  in  the  General  Co-,  deposited  with  it  as  aforesaid,  until  the  earn- 
ings  of  the  said  General  Co-..,  as  determined  by  its  Board  of  Trustees, 
shall  amount  in  .anyone  _f  iscai  JCIS-JP.  eight  [8]  per .  centum  upon  the  > 
entire  capital  stock  of  the  said  General  Co,'.;  and  meantime  all  dividends 
i by  the  General  Co,  on  the  shares  of  stock  thus  held  in  Trust  by  the  Trust 
j Company,  shall  be  immediately  contributed  and  paid  back  by  it  to  the 
j  General  Co.,  the  intention  of  this  Agreement  being  that  any  and  all  divi- ’ 
;dends  on  any  and  all  stock  of  the  General  Co.  held  by  the  Trust' Company 
jas  herein  provided  for,  shall,  be  donated  to  the  said  General  Co,,  so 
jlong  as  the  said  Trust  shall  continue  and  until  its  termination  as  here- 
ijinafter  provided  fqr,  • 

1  I  lilTH:  -  Whenever  [1]  the  net  earnings  of  the  said  General  Co¬ 
in  any  one  fiscal  year,  shall  in  the  opinion  of  the  Board  of  Trustees  ' 
thereof,  amount  to  eight  per  centum  upon  the  entire  capital  stock  of. the 
said  General  Co,,  to  wit:  One  hundred  and  twenty  thousand  [120,000] 

shares,  of  the  par  value  of  One  hundred  Dollars  [$100]  each,  and  of  the 
total  par  value  of  Twelve  million  Dollars  [$12,000,000]';  and  [2]  a  divi¬ 
dend  shall  have  been  declared  by  the  said  Board  of  Trustees  upon  the 
then  outstanding  stock  of  the  said  Company  of  not  less  than  eight  per 
centum,  then  the  said  Trust  Company.  a£  Trustee,  will  receive  the  divi¬ 
dend  upon  the  said  Twenty-two  thousand  five- hundred  [22; 500]  shares  of 
stock  so  held  by  it.  or  upon  such  lesser  number  of ‘ shares  of  stock  as 
aforesaid  as  may  -then  be  held  by  it,  and  will  pay  the  same  over  to  the 
Registered  holders  of  the  said  Trust  Certificates  issued  as  herein  pro¬ 
vided  for,  and  will  further  exchange  the  certificates  of' stock  in  the 
said  General  Co.,  so  held  by  it.  for  its  said  Trust  Certificates,  it 
being  agreed  that  the  latter  shall  upon  being  surrendered  by  the  then 
holders  thereof  as  aforesaid,  be  cancelled,  and  that  the  Trust  herein 
provided  for  shall  terminate  as  to  each  lot  of  the  said  Trust  Certificates 


[ATTACHMENT] 


•upon  the  surrender  and  cancellation  thereof  and  the  issuing  in  exchange 
therefor  of  the  aforesaid  stock  in  the  General  Co*  to  which  the  holders 
°f  the  said  Trust  Certificate,  may  be  respectively  entitled, 

Lnt  K"  D“rine  thS  exlstence  of  Trust  created  by  this  agree 

!!m:n  ’  fflpany  Shal1  exerclse  the  voting  power  on  all  the 

|  aforesaid  shares' of  stock  of  the  General  Co,  held  by  it  hereunder.,  as 
jit  may  from  time  to  time  be  instructed  to  exercise  the  said  votihg  power 
Pif  thl  t  Jr“St6eS  °f  the  saId  General  Co,,  provided,  however.,  that 
f  the  SaId  Trust  Company  should  be  requested  by  the  holders  of  at  least 

uetsta?d°entU:  ^  ,‘f*  ara°Unt  °f  thS  aforesaid  Trust  Certificates  then 
^  ‘  d  !6:  to  call  a  meeting  of  the  said  holders, .  of!  which  meeting  no- 

; t  ce  shall  be  given  by  the  said  Trust  Company  by  advertisement  daily  for 
at  least  one  week  in  some  paper  of  general  circulation  in'the  City  of 
New  York,  to  ascertain  their  wishes  in  respect  to  the  manner  of  voting 
by  the  sard  Trustee,  and  should  the  said  meeting  be  held,  then  and  in 
that  case  the  said  Trust  Company  shall  conform.  to  and  vote  upon  the  share' 
|  of  stock  in  the  General  Co,  then  held  by  it  as  Trustee  as  aforesa  d  n 

TZZZ  r  the/°r0n  Uk6n  ^  the  Sald  -^ing  by.  the  holders  oJ 
a  majority  in  amount  of  the  said  Trust  Certificates  there  present  in  per 
son  or  represented  by  proxy,  in  pei 

Holders  of  •a.t  -leo.st  -fcan  _ _ _ . •  * 

ast  ten  per  centum  in  amount  of  the  said  Trust 

Certificeites  at  any  time  outstanding,  shall  at  any  reasonable  time  be  . 
entitled. to  demand  and  receive  from  the  Trust  Company  a  list  of  the  name* 
and  addresses  of  the  then  holders  of  the  said  Trust  Certificates'. 

SEVENTH; -  Neither  of  the  parties  hereto  shall  be  individually 

ab  e  for  any  act  or  default  of  any. agent  or  person  employed  by  either 
of  them  in  any  capacity  or  for  anything,  but  each  shall  be  liable  for 
his  own  fraud  or  willful  misconduct  and  for  omitting  to  exercise  reason¬ 
able  care  and  good  faith  in  the  selection  and  appointment  of  the  afore-' 

!  said  agents  or  other  persons. 

j  .  .-P  ■■’■’"SSS  lto  sold  Trast  Company  h„ 

caused  its  corporate  name  and  seal  to  be  hereto  affixed  by  its  proper 
of iicers  thereunto  duly  authorised,  and  the  said  Eaton  and  the  said 
Johnson  and  Insull  have  respectively  hereto  set  their  hands  and  seals 
Done  at  the  City  of  New  York  on  the  day  and  year  above  named. 

FARMERS'  .LOAN  &  TRUST. ‘COMPANY, 
by- 


Attest: 


Secretary. 


[ATTACHMENT] 


[Seal] 

Witness  to  Mr.  Eaton: 


[Seal] 

Witness  to  Mr.  Johnson: 


Witness  to  Mr.  Instill: 


[Seal] 


[ATTACHMENT] 


exhibit.  A  . 


-N0TEi  This  Exhibit  is  the  Agreement  between  Eaton  and  The  Edi¬ 
son  General  Electric  Company  for  the  sale  by  him  and  the  purchase  by  it 
of  all  the  shares  of  stocks  in  the  Shops,'  the  said  Agreement  being  en¬ 
closed  in  a  separate  wrapper  marked  No.  1. 


[ATTACHMENT! 


E  X  H  I  B  I  T  •  B  ■ 


JlP.TJii  This  Exhibit  is  the  Agreement  between  Edward  H;  Johnson 
Ij  and. Samuel  Insull,  and  the  General  Co..,  for  selling  to  that  Company  all 
j  the  Property  and  assets  of  the  Edison  Electric  Light  Company.,  partial 
payments  being  made  on  account  of  such  proposed  sale,  by  the  General  Co:., 
as  provided  for  in  the  said  Agreement. 

A  copy  of  the  said  Agreement  will  be  found  in  a  separate  wrap- 
!  per  marked  Mo.  2. . 


[ATTACHMENT] 


JJOTE^  The  form  of  Trust  Certificate  will  be  prepared  when  re- 
C0nference  ¥,Hh  the  attorneys  O'  the  Farmers'  Loan  &  Trust 


[ATTACHMENT] 


EDISON  GENERAL  ELECTRIC  COMPANY. 


[ATTACHMENT] 


BY  LAWS  OP  THE 
EDISON  GENERAL  ELECTRIC  COMPANY. 

A  R  T  I  C  L.E  I. 

OFFICE  OF  THE  COMPANY. 

The  principal  office  of  the  Company  shall  be  in  the  City  of  New 
York,  State  of  New  York. 

'  ARTICLE  II. 

OFFICERS. 

The  officers  of  the  Company  shall  consist  of  a  President,  Vice- 
President,  Secretary,  Treasurer  and  Qomptroller,  and  such  other  officers 
as  the  Board  of  Trustees  may  from  time  to  time  determine.  No  officer 
except  the  President  and  Vice-President  need  necessarily  be  a  member 
of  the  Board  of  Trustees. 

ARTICLE  III. 

TRUSTEES. 

There  shall  be  eleven  Trustees  chosen  by  ballot  at  each  annual 
meeting  of  the  stockholders  after  the  year  1889,  to  manage  and  conduct 
the  business  of  the.  Company.  No  person  shall  be  qualified  to  serve  as 
a  Director  unless  he  be  a  stockholder  of  the  Company.  .  .  The  said  Board 
of  Trustees  may  appoint  committees,  standing  or  special,  from  time  to 
time  from  among  their  number,  or  otherwise,  and  confer  powers  on  such 
committees  and  revoke  such  powers  and  terminate  the  existence  of'  such 
committees  at  pleasure.  The  Board  shall  fill  vacancies  in  its  own 
number.  . 

ARTICLE  IV. 

PRESIDENT. 

The  President  shall  be  .chosen  by  the  Trustees  from'their  own 
number,  at  their  first  meeting  after  their  election,  in  each  year... 

He  shall  preside  at  all  meetings  of  the  stockholders  and  Trus¬ 
tees,  shall  sign  all  certificates  of  stock,  and  all  contracts  or  obli¬ 
gations  of  the  Company;  shall  have  general  management  subject  to^he 
control  of  the  Board  of  Trustees,  of  the  business  of  the  Company,  in¬ 
cluding  the  appointment  of  all  officers  and  employees  of  the  Comp'any 
for  whose  election  no  provision  is  made  in  these  By-Laws,  and  perform 
all  other  duties  pertaining  to  his  office. 

ARTICLE  V, 

VICE-PRESIDENT. 

The  Vice-President  shall  be  chosen  by  the  Trustees  at  their 
first  meeting  after  their  election  in  each  year... 

In  case  of  the  temporary  absence  or  disability  of  the  President 


[ATTACHMENT] 


if  his  office  shall  become  vacant,  the  Vice-President  shall  have  and 
exercise  all  the  powers  and  functions  which  are  now  or  hereafter  may  be 
onferred  upon  the  President,  by  the  By-Laws. 

ARTICLE  VI. 

SECRETARY 

The  Secretary  shall  be  elected  by  the  Board  of  Trustees  at  their 
.first  meeting  after  their  election  in  each  year,  and  shall  be  sworn  to 
the  faithful  discharge  of  his  duty.  He  shall  record  minutes  of  the 
;  meetings  and  transactions  of  the  Company  and  of  the  Board  of  Directors 
!  in  proper  books  to  be  kept  for  that  purpose,  and  shall  have  the  custody 
;,and  care  of  the  seal,  records,  minutes  and  stock  books  of  the  Company. 
,|He  shall  attend  to  the  giving  and  serving  of  all  notices  of  the  Company; 
publish  all  reports  and  notices  required  by  law;  countersign  all 
'checks;  and  shall  in  general,  under  the  direction  of : the  President, 
the  Board  of  Trustees,  or  the  Executive  Committee  of  the  Company,  per¬ 
form  all  the  duties  incidental  to  the  office  of  Secretary  of  such  Com¬ 
pany. 

ARTICLE  VII. 

TREASURER. 

The  Treasurer  shall  be  elected  by  the  Board  of  Trustees  at 
their  first  meeting  after  their  election  in  each  year.  He  shall  be 

lfunS!nrSle  f0r,!l'e  °are  and  Safe  keeplng  and  CUSt0dy  0f  SU0h  °f  *>» 

[funds  and  securities  of  the  Company  as  may  come  to  his  hands,  and  shall 
deposit  the  same  as  Treasurer,  in  the  name  of  thp  Company,  in  such 
Banks,  Trust  Companies  or  Safety  Vaults  as  the  Trustees  shall  direct. 

[He  shall  sign  all  certificates  of  stock  and  shall  sign  and  endcrse  all 

wMcSSLh n0t!S*  aCOeptanoes  and  orders  for  the  payment  of  money 
which  shall  be  countersigned  by  the  Secretary,  except  as  otherwise  pro¬ 
vided  for  by  the  Board  of  Trustees.  He  shall  render. monthly  state¬ 
ments  of  his  cash  account  and  of  the  moneys  received  and  disbursed 
during  the  month.  He  shall  at  all  reasonable  times  exhibit  his  books 
|  nd  accounts  to  the  Comptroller  and  to  any  Trustee  of  the  Company,  and 
he  shall  give  bond  for  the  faithful  discharge  of  his  duty  in  such  sum 
and  with  such  sureties  as  the  Trustees  may  determine. 

ARTICLE  VIII. 

COMPTROLLER. 

th  .  COn,pf°ller  sha11  be  elected  by  the  Board  of  Trustees  at 

their  first  meeting  after  their  election  in  each  year.  It  shall  be 

the  c  *  hT  t0  tlme  t0  eXamine  aU  th8  aocounts  a"d  vouchers  of 
TfficZTZ  r  Traln0  ^  eXpeDSeS  °f  the  several  departments  and 
6  ™8ra°f’  and  t0  Presoribe  subject  to  the  order  of  the  Board  of 

Tru  tees  the  form  of  keeping  the  Company's  accounts..  He  shall  audit 
v  se  and  settle  all  accounts  in  which  the  Company  is  concerned  as 
debtor  cr  creditor,  and  shall  keep  an  account  of  each  claim- for  or 

sTlT  T  m0n,Pany'  and  °f  the  SUn,S  all°Wed  Upon  eacl1'  and  certify  the 
same  to  the  Treasurer.  a 


[ATTACHMENT] 


ARTICLE  IX. 

EXECUTIVE  COMMITTEE 

There  shall  be  an  executive  committee  of  five,  consisting  of 

ainnInSldrVf  ^  "““h81'8  °f  the  Board  of  trustees,  who  shall  be 
annually  elected  by  the  Board  of  Trustees  from  their  own  number  to 
serve  until  the  election  of  the  next  succeeding  Board  of  Trustees 
It  shall  when  the  Board  of  Trustees  is  not  In  session,  have  all  pow- 
|  ers  in  and  about  the  management  and  control  of  the  affairs  of  said 
J  Company,  that  the  whole  Board  of  Trustees  would  have  under  the  act 

limiLIf1011  C°mPany  18  lncorP°rat9d-  however,  to  such 

•|  1  imitations  as  may  be  established' by  the  Board  of  Trustees. 

I  ARTICLE  X 

ji  TERMS  OP  OFFICE  AND  VACANCIES 

The  President,  Vice-President.  Secretary.  Treasurer  and 

!halJ1f°J?  °ffiCe  f0r  0ne  year  frora  the  date  of.  their  elec¬ 
tion,  and  until  their  successors  have  been  elected  and  qualified 
Any  vacancy  occurring  in  the  Board  of  Directors,  or  in  the  office  of 
President.  Vice-President,  Secretary.  Treasurer  or  Comptroller  shall 
be  filled  for  the  unexpired  term,  by  the  Board  of  Trustees. 
■ARTICLE  XI. 

MEETINGS  OF  STOCKHOLDERS 

helrf  at  Tf”0!1  ^  ThS  'Annual- stings  of  the  stockholders  shall  be 

th  rd  M  d  Pr  “IPal  °fflCe  °f  thS  *«  ^rk  City,  o  t 

third  Monday  of  January  in  each  and  every  year.  X.  he 

For  thirty  days  before  such  meeting  the  book  or  books  of  the 
Company  in  which  the  transfer  of  stock  shall  be  registered,  and  the 
books  containing  the  names  of  the  stockholders  shall  at  all  time* 

I  during  the  usual  hours  of  transacting  business,  be  In  to  he  la 

r  -  T  - 

fln^l'ue'lndl3  bTt8  r°h  meetlng  the  SeCretaryeshallSmlre°ofutSta°ki 

—  fir 

in  b. 

letary,  he  shall  not  be  entitled  to  such  notice. 

at  anv  1  SP8°lal  meetlnSs  °f  the  stockholders  may  be  held 

at  any  time  by  order  of  the  President,  after  ten  davs  nniml  ! 
ing  to  the  stockholders  mailed  to  them  at  their  address  as  communi 

SECTION  3. 


At  all  meetings  of  the  stockholders,  absent 


[ATTACHMENT] 


!  writing,  but  no  proxy 
re  than  three  years  from 


| stockholders  may  vote  by  proxy,  authorized  : 
shall  be  voted  on,  allowed  or  received  for  r 
its  date. 

— CT1°N  4-  A  ^jority  of  the  stockholders  in  interest  re¬ 

presented  either  in  person  or  by  proxy  shall  constitute  a  quorum. 

SECTION  S_.  Each  stockholder  shall  be  entitled  to  one  vote  for 
it  each  share  of  the  capital  stock  held  by  him. 

SECTION  6,  Prior  to  the  annual  election  of  Trustee  *  t,v  +  h 

l^irn’^,L”,*‘11  T‘7  thd  v°“*’ ston  0",,ss  ,6“ 

| ly  after  the  polls  are  closed,  and  shall  thereupon  declare  the  result 
"d  0*r,,,1’  *”•  *■»  Secretory  or  ,h.  clp^y 

ARTICLE  XII. 

STOCK  AND  THE  TRANSFER  THEREOF 

r=5r  :r 

as  1S  °  ';  A  POrtl0n  0f  the  St00k  -W  b*  preferred  stock, 

as  shall  be  directed  pursuant  to  statute. 

of  th  The  St00k  sha11  be  transferable*  only  on  the  books 

of  the  Company  by  the  holder  thereof  in  person  or  unon  L  T 

made  upon  said  books.  P  an  asslen">ent 

ARTICLE  XIII. 

EXAMINATION  OF  BOOKS 

,,h.  o,  p.rsoB  „  0j‘;  _j*;9d  7“' 

r  °  tto  =l”Ck'  '“‘PtHg.  however,  the  hook  or  bool.  In  which  th. 
r„„„  of  stool  shot,  be  register.,,.  t„.  b„„s  oo«.U,L“e 
na.es  or  the  otoolhold.rs,  which  bool,  shall  be  open  to  th,  eiLlna 
tZllr  for  *“•*  d**»  t.  election 


MEETINGS  OF  TRUSTEES 

The  Trustees  shall  meet  on  the  third  Monday  of  January  in  each 

so  j:ry  yr and  on  the  third  Monday  °f 

Pres  d  nr^  DftS  ib'  StSeS  ^  ^  h6ld  at  tlme*  0rder  of' 'the 
I  llTi  T’  <<<  ret,U0St  °f  tW°  °r  m°re  Trustess  ^ter  two  days 

notice  in  writing,  mailed  to  each  Trustee  at  his  residence  or  p  of 


[ATTACHMENT] 


6. 

:  business,  but  the  said  two  days  notice  in  writing  may  be  waived  by 
written  consent  of  all  the  Trustees.  ..Such  meetings  may  be  held  at 
any  place  designated  by  the  Board  of  Trustees,  from  time  to  time. 

The  order  of  business  at  the  meetings  of  the  Board  of  Trustees 
shall  be  as  follows: 

1;-  The  reading  of  Minutes, 

2.  President’s  Report, 

3.  Treasurer’s  Report, 

4.  Unfinished  business, 

5.  Reports  of  Standing  Committees, 

6.  Reports  of  Special  Committees, 

7.  Miscellaneous  business. 

ARTICLE  XV.  . 

REMOVAL  OF  SECRETARY.  TREASURER 
AND  COMPTROLLER.  . - 

The  Secretary,  Treasurer  and  Comptroller  of  either  of  them, 
may  be  at  any  time  removed  by  the  Board  of  Trustees.  In  case  of  such 
removal  the  officer  so  removed  shall  forthwith  deliver  all  the  prop¬ 
erty  of  the  Company  in  his  possession  or  under  his  control,  to  some 
person  to  be  designated  by  the  Board  of  Trustees. 

ARTICLE  XVI- 
STOCK  CERTIFICATES 

All  certificates  shall  be  bound  in  a  book  and  shall  be  issued 
in  consecutive  order  therefrom,  and  on  the  margin  thereof  shall  be  en¬ 
tered  the  name  of  the  person  owning  the  shares  therein  represented, 
with  the  number  of  shares  and  the  date  thereof.  All  certificates  ex¬ 
changed  or  returned  to  the  Company  shall  be  cancelled  and  such  cancell¬ 
ed  certificates  shall  be  pasted  in  their  original  place  in  the  certifi¬ 
cate  book  and  no  certificate  shall  be  issued  until  the  old  certificate 
has  been  thus  cancelled  and  returned  to  its  original  place  in  such 
book. 

A-  R  T  I  C  L  E  XVII. 

AMENDMENT. 

These  By-Laws  may  be  amended  or  added  to  at  any  regular  or 
special  meeting  of  the  Trustees,  provided  at  least-  ten  days  notice  of 
the  proposed  Amendment  or  addition  shall  have  been  mailed  to  each 
Trustee;  but  no  By-Law  regulating  the  election  of  Trustees  or  of¬ 
ficers  of  the  Company  shall  be  valid  unless  the  same  shall  have  been  ■ 
made  thirty  days  previous  to  any  election  of  the  Company,  and  shall 
have  been  during  the  said  thirty  days  open  to  the  inspection  of  any 
stockholder.,  and  shall  be  confirmed  by  a  vote  of  the  stockholders  at 
the  annual  meeting,  or  at  a  special  meeting  held  for  that  purpose. 


[ATTACHMENT] 


DETAILS  OP  CAPITALIZATION  AND 
DISTRIBUTION  OP  CASH,  STOCK  AND 
■  TRUST  CERTIFICATES,  among  the 
various  Companies;  to  accompany 
Mr.  Eaton's  Drafts  of  Proposed 
Contracts.  .  •  •  ^ 


Prepared,  March  28,  1889; 


[ATTACHMENT] 


\  ™1LS  °F  CAP™LIZATION  AND  rHSTRfBUTION  OF  CASH,  STOCK  AND  TRUST  CM- 
TIFICATES,  AMONG  THE  VARIOUS  COMPANIES. 

Capitalization  of  the  several  Companies- - 
Light  CO.:  $1,500,000.5  $16. 000.  shares;  $100  par  value 
Machine  Works.-  $750,000.;  7,600  shares;  $100.,'  par  value  •’ 

,  Lamp  Co.:  $2,50,000.;  250  shares;  $2,600.,  par  value 

Bergmann  &  Company:  $750,000.;  7,600  shares;  $100  ,  'par  value 

Proposed  General  Co.;  SIS,  000, 000.,  130, 000  sh.r.s,  Moo.,  J"‘ 


| under  °“PU*1  "  '*  <*««  *, 

Sold  to  Syndicate  at  par  for  cash .  Ann  nnr, 

Reserved  to  pay  in  stock  at  par,  for  stocks  of . $-.400,000. 

Shops  and  Light  Co . 

Reserved  to  be  exchanged  for  Trust  Certificate  .  7  '  '  '  g^o’ooS' 
i  Stock  to  Syndicate  ......  . 2,250,000. 

Balance  of  Stock  of  General  Co!  not  issued'  .'  .'  .'  .'  .'  '  .'  2,666,’66o' 

•^al  CaPi  tal,. . .  $12,’  000,’  QQQ ' 

:  UUlmate  DistributioTof  Cash  subscribedby  Syndicate  $2,  400,  000,: 


Cash  to  Machine  Works, 

$62.22  per  share  \ 

Cash  Lamp  Co.-, 

$4, 000.  per  share  . . 

Cash  to  Bergmann  &  Co.., 

$38.  per  share  .  .  .  . 

Cash  to  Sprague  Co.., 

Cash  remaining  in  Treasury  of  General  ( 
Total  Cash...  .  .* 


285 ,-000.- 
400,000. 

■  848,350. 

.  $2,  400,  000,. 


“if"'  BlPtrlbutlon  of  Stool,  of  S.o'.r.l  Co..  to  p»,  • 

°f  Shops  and  Light  Co.:^r  H  3 

Stock  to  Machine  Works,  '  , 

$77.78  per  share  .  .  . 

Stock  to  Lamp  Co..,  '  . -  -  -  -  -  $683,350. 

$5,  000..  per  share . 

Stock  to  Bergmann  &Co..,  .  600,000. 

$50..  per  share . 

Stock  to  Light  Co..,  .  375,000.. 

$175.  per  share  .  .  ’I 

•••••• .  2,  625;  000. , 


Total  Reserved  Stock  ■; 


[ATTACHMENT] 


2s. 

Ultimate  Distribution  of  Trust  Certificates: 

Tr.  Cert,  to  Machine  Works, 

$46.  S  per  share  . . ;  .  $360,000, 

Tr.  Cert,  to  Lamp  Co.., 

$3,000.  per  share .  300,000. 

Tr.  Cert,  to  Bergmann  &  Co., 

$30.  per  share  . . .  225,000.- 

Tr.  Cert,  to  Light  Co., 

$91.1  per  share .  1,375,000,  ’ 

Total  Trust  Certificate . $3,  250,  000 . 


;  Total  Price  paid  per  share  for  Stocks: 

!  Machine  Works,  par  value  $100..  Price  paid  $186. S,  of  which 

j  $62.22.  is  paid  in  Cash,  $77.78  in  stock,  and  $46.1  in  Trust  Certifi¬ 
cates. 

Lamp  Co.,  par  value  $100.  Price  paid  $12,000.,  of  which 
$4,000.  is  paid  in  cash,  $5,000.  in  stock,  and  $3,000.  in  Trust  Certi- 
j  f icates.. 

Bergmann  &  Co.,  par  value  $100.  Price  paid  $118.,  of  which  $38. 
is  paid  in  cash,  $50.  in  stock,  and  $30.  In  Trust  Certificates. 

Light  Co.,,  par  value  $100.  Price  paid,  $266.1,  of  which  $175. 

;  is  paid  in  stock,  and  $91.1  in  Trust  Certificates. 


[ATTACHMENT] 


NO.  6. 


PROPOSED  MINUTES  OP  FIRST  MEET¬ 
ING  OF  TH'E  BOARD  OF  TRUSTS  OF 
THE  EDISON  GENERAL  ELECTRIC  CO... 


[ATTACHMENT] 


NO.  6. 


MINUTES  OF  THE  FIRST  MEETING  OP  THE  BOARD  OF  TRUSTEES  OF  THE 
EDISON  GENERAL  ELECTRIC  COMPANY,  held  at  the  Office  of  the  Company., 
New  York  City,  on  the  day  of  April,  1889. 


ji  At  the  above  mentioned  meeting,  the  following  Trustees  mention- 

|;j  ed  in  the  Certificate  of  Incorporation,  were  present,  viz:  Messrs. 


The  meeting  was  organized  by  the  election  of  Mr. 
as  Chairman,  and  Mr.  as  Secretary. 

A  certified  copy  of  the  Certificate  of  Incorporation  was  pro¬ 
duced  by  the  Secretary,  and  ordered  filed. 

The  Chairman  then  inquired  whether  each  Trustee  present  was  a 
stockholder  of  the  Company,  the  Statute  requiring  that  Trustees  must 
be  qualified  by  becoming  shareholders.  Each  Trustee,  including  the 
Chairman,  stated  that  he  had  subscribed  for  stock  of  the  Company.,  and 
the  Subscription  List  containing  their  several  subscriptions  was  then 
produced  and  ordered  filed. 

The  Chairman  then  stated  that  the  first  business  of  the  meeting 
was  the  adoption  of  By-Laws  for  the  government  of  the  Company.  On  mo¬ 
tion  of  Mr.  the  Chairman  was  instructed  to  appoint  a 

Special  Committee  of  Three  on  By-Laws.  The  Chair  appointed  Messrs. 

•i  .,  and 

The  said  Committee  then  retired,  and  afterwards  returned  to  the  meeting 
and  submitted  a  draft  of  By-Laws  for  consideration.  The  Secretary  then 
read  the  By-Laws  thus  submitted,  and  after  discussion,  the  following 
Resolution  was  oh  motion  of  Mr.  unanimously  adopted: 

RESOLVED,  That  the  By-Laws,  submitted  by  the  Special  Committee 
on  By-Laws  at  this  meeting  be  adopted  as  the  By-Laws  of  the  Company. 

The  following  resolution  was  thereafter  on  motion- of  Mr. 
unanimously  adopted: 

RESOLVED.  That  the  Secretary:,  of  the  Company  procure,  a  Book  of 
Minutes  for  recording  the  meetings  of  the  Board  of  Trustees,  and  Execu¬ 
tive  Committee,  and  that  the  Certificate  of  Incorporation  and  By-Laws  be 
inscribed  at  the  beginning  of  the  said  Book  prior  to  the  recording  of 
the  proceedings  of  this  meeting;  also  that  a  separate  Book  of  Minutes 
be  prepared  by  the  Secretary  for  recording  the  meetings  of  the  Stock¬ 
holders  of  the  Company. 

The  Chairman  then  stated  that  the  next  business  of  the  meeting 
was  to  elect  the  officers  prescribed  by  the  By-Laws,  and  stated  that  the 
first  officer  to  be  elected  would  be  the  President. 


[ATTACHMENT] 


'!  ■  '  6-2. 

|  Ballot  was  then  taken  for  the  election  of  President,  and  Mr. 

|  *  was-  unanimously  elected  .to  that  office.  He  thereupon 

I  t00k  hls  seat  as  Presiding  Officer  of  the  Meeting,  in  place  of ’the 
Chairman. 

j  Ballot  was  then  taken  for  the  election  of  Vice-President,  and 

j;  Mr>  was  unanimously  elected  to  that  office, 

j  Discussion  then  took  place  as  to.  whether  the  Secretary,  Treas- 

i;  urer  and  Comptroller  should  be 'elected  at  this  meeting,  and  on  motion 
jj  it  was  unanimously  decided  to  , 


The  question  of  selecting  a  Bank  of  Deposit 
then  discussed,  and  on  motion  of  Mr. 

Resolution  was  unanimously  adopted: 


for  the  Company  was 
the  following 


j  RESOLVED,  That  the  President  of' the  Company  be  and  hereby  is 
II  ■ eoted  t0  °Pan  a  deposit  account  for  the  Company  in  the  following 
I  Bank,  to  wit: 


The  preparation  of  a  Corporate  Seal  for 
to  the  President  with  instructions  to.  report  at 


the  Company  was  referred 
a  future  meeting. 


The  President  was  further  instructed  to  procure  a  form  of  Stock 
Certificate  for  the  Company,  to  be  submitted  at  the  next  meeting. 


The  question  of  electing  an  Executive  Committee  as  provided  for 
by  the  By-Laws  was  then  discussed,  and  on  motion  it  was  decided  to  post¬ 
pone  the  election  of  such  a  Committee  until  a  future  meeting,  of  the 


The  question  of  permanent  organization  and  of  the  selection  of 
a  technical  staff  was  then  discussed,  and  on  motion  of  Mr. 
the  following  Resolution  was  then  unanimously  adopted: 

■S-E^0LVBD’  That  the  three  following  members  of  the  Board  to 
v/it,  Messrs.  , 

’’  and 

be  appointed  a  Special  Committee  on  Permanent  Organization,  including 


[ATTACHMENT] 


6--3 

the  subject  of  manufacturing,  construction,  engineering,  agencies  ac 
counts,  and  all  other  branches  of  the  business,  with  instructions' to 
prepare  a  report  containing  thelr  recommendations  as  to  the  proper  ..perma- 
!i  °rganizatIon  the  business  of  the  Company,  together  with' a  list  of 
|i  0ff;°es  neC6SSary  to  be  filled, but  exclusive  of  names  of.pro- 

|  P  6d  officers’  the  same  to  be  submitted  at  the  next  meeting  of  the  Board: 
I  ing  all  !rSlden!  ^en  Called  attention  to  the  question  of  purchas- 

!  as  the  SLL  reSit  St°°k  °f  the  three  oorporat ions  known 

,  s  the  Shops,  ,  to  wit,  The  Edison  Machine  Works,  Bergmann  &  Company,  arid 

[!  ln.  rd  alS0  pf  PUr°haSine  the  property  and  assets,  includ- 

j;  ing  patents,  inventions,  etc...  of  the  Edison  Electric  Light  Company! 

|;  After  a  general  discussion  of  this  subject,  it  was  decided  to  refer  it 
f!  t0  a  Sp<3Cial  Committee  of  Three,  and  on  motion  of  Mr 
!  the  following  Resolution  was  unanimously  adopted: 

|l  Sider  thffubT;  ^  6  SP6Clal  C°ramittee  of  Three  he  appointed  to  con- 
Pshool  H TJ  Purchasi"g  the  entire  capital  stock  of  the  three 

.Shops,  and  the  property  and  assets  of  the  Light  Company,  to  report  at 
I  the  next  meeting  of  the  Board,  the  said  Committee  to  consist  of  Messrs 


[ATTACHMENT] 


No.  7.  ; 

CERTIFICATE  OF  INCORPORATION 

-  of  the  -  ; 

EDISON  GENERAL  ELECTRIC  COMPANY,  ' 

Organized  under  the  Mariufactur-  ) 

ing  Act  of  1848,  Laws  of  New 

York  State.:  j 


Draft  Prepared  March  28,  1889. 


[ATTACHMENT] 


CERTIFICATE  OF  ORGANIZATION 

—  of  the  — 

EDISON  GENERAL  ELECTRIC  COMPANY  . 


ComDanv  T'  ^  SUbsCrlbers'  and  intention  of  forming  a 

frz^.  *  :r,:r:rs  ir,n‘r‘"  “"u“ 

r  >*— 

iMeohair1]  rh  •F°irmati0n  °f  CbrP°ratlons  for  Manufacturing,  Mining 
^Mechanical,  Chemical,  Agricultural,  Horticultural,  Medical  or  Curatike 
.Mercantile  o,  Commercial  P„,poe.e\  ,„d  lh,  „ 

•*«*•  ■  -  w. ... 


!:i 


FIRST. 


|EL.CTRICTJoM;rrate  nane  °f  Sald  C°raPany  Sha11  bS  thS  PDIS0N  ™AL 


The  objects  for  which  this  Company  is  formed  are  as  follows, 

!  -  Cl]  To  manufacture,  buy,  sell,  lease  and  use,  machinery  arti 

i0oreS’aoo?iar?!US  T  devices  °f  every  kind  appertaining  to  the  L 
!  r  application  of  electricity  for  the  purposes  of  light  heat 
ipower,  telegraphy,  telephony,  and  such  other  uses  and  purposes  'as 

W  s'lriaL^0^  10  !'  aPPl‘l6d  t0’  ^  Senera11^  manufacture 
L  l  k  and  use. machines,  engines,  mechanical  devices  and 

|cal  manufacturing,  bus^esT^T’  sTfa^  h°n  &  '8BMral  me°bar: 

fcr: « - 

others  to  manufacture,  sell  and  use,  patents  oateni  riaM  .  ?! 

Cel  lo whL li  8  •  a  '  P°Wer’  teleSraPhy.  telephony,...  and  all  other 
juses  which  the  same  may  be  applied,  and  to  purchase,  own  and  use  and 
jlicense  others  to  manufacture,  sell  and  use  4  ;  ■  and 

manufacture  th.r.„f,  [3,  So  ‘.r  TZ,V.'»  ?  *»4  to  lb. 

0?  PSr  P~“0=.e,  «n4  o.L1».„o.e 

neee  ’  I  T°  purchase  or  lease  manufactories  and  other  property 
necessary  for  the  said  business  of  the  Company;  [5]  So  far 

bth-Trsir;^ 

Oone,  to  acquire,  he.4  „o,„eS  I’lXlVT,  Z’Z  ’^re. 


[ATTACHMENT] 


wherever  the  said  business  of  the  Company  may  be  carried  on  as  herein¬ 
after  provided  for,  such  real  estate  as  shall  be  necessary  to  the  con- 
ii  V6nienl  transaction  of  its  said  business,  and  to  'invest  the  funds  of 
the  Company  in  the  stocks,  bonds  or  securities  of  other  corporations 
owning  lands  situated  in  this  State  or  the  other  States  or  Countries 
>  hereinafter  referred  to,  also  to  mortgage  any  part  of  its  real  or  per¬ 
il  sonal  estate,  and  to  issue  bonds  therefor,  as  provided  for  by  law;  and 
j .  Generally  to  do  each  and  every  act  incidental  to  the  said  business 

I  and  to  exerclse  all  the  powers  granted  to  corporations  by  the  Act  of 
!  the  Legislature  of  the  State  of  New  York  above  mentioned,  and  the  sever- 
|1  al  Aots  amendatory  thereof  and  supplemental  thereto. 


|  The  amount  of  the  capital  stock  of  said  Company  shall  be  the 

;  sum  of  Twelve  Millions  of  Dollars,  [$12,000,000.]. 


The  time  of  the  existence  of  the  said  corporation  shall  be  fifty 


FIFTH. 


The  number  of  shares  of  which  said  capital  stock  shall 
shall  be  One  hundred  and  twenty  thousand,  each  of  the  par  valu< 
hundred  Dollars. 


consist 
s  of  One, 


L  The  number  Trustees  who  shall  manage  the  concerns  of  said 
j Company  shall  be  eleven,  and  the  names  of  such  Trustees  for  the  first 
|  y®ar  :are  as  follows,  a  majority  of  whom  are  citizens  and  residents  of 
[the  State  of  New  York,  to  wit: 


[ATTACHMENT] 


[■  V  U  o*The  prlnclpal  offloe  of  the  Company  v/ill  be  in  the  City  of  New 
h  York,  State  of  New  York,  or  at  such  other  place  as  the  stockholders  of 
!!  th*  S*id  Company  may  by  Pr°Per  !®eal  proceedings  hereafter  determine 
.1  and/2?  Prin°ipal  °Perat.ions  of  the  Company  to  be  carried  on  within  the 

the  saldV!  T  Y°rk’  Wl11  ^  CarrlSd  °"  ln  the  follov'ln6  Cities  in 
1  ^  a  atae'  York  City,  Schenectady,  Albany,  Brooklyn, 

|  and^ Buffalo,  and  in  such  other  Cities  within  the  said  State  as  the  con¬ 
i’  and  ®"°e  °r  necessrties  of  the  Company  may  from  time  to  time  require; 

I  of  tJe  SU  CfTnV,n  alS°  °arry  S°me  PaU  °f  US  o 

0°ff  Hi  °f  N"W  York>  t0  wlt-  at  Harrison,  County  of  Hudson,  State 

well  Is  Tall  th  V  °Iher  Pl30eS  ^  the  Sald  State  °f  New  Jersey. 

I  in  !l  fa  "  tke  °ther  States  °f  tbe  United  States  of  America,  and 

!  0I  l\s  T"  ''  ^  thS  ■ald  COnlpany  °r  Us  Board  of  Trustees 

;  or  its  stockholders  may  from  time  to  time  legally  decide  upon. 

!  „  —  w  1  T  N  E  S  S  V.'  HEREOF  ,  we  have  made  and  signed 

'  lb"''  d”P"C*‘*’  ‘nd  H»  ~t  our  h.ndo 

!;  o.shtj-n,;.,  «,  lh.  cu,  0(  d"  ;'tS#pr"'  •'«“  ‘“«*«i  *»« 


[ATTACHMENT] 


STATE  OF  NEW  YORK.' 
COUNTY  OF  NEW  YORK. 


’  A  Notary  Public,  duly  com 

missioned  and  qualified,  do  hereby  certify  that  on  the  day 

of  April,  in  the  year  one  thousand  eight  hundred  and  eighty-nine  per¬ 
sonally  appeared  before  me  ’  v 


1  t0  ,Ile  sei/erally  known  and  known  to  me  to  be  the  individuals  named  in, 
and  who  executed  the  foregoing  Certificate,  and  they  thereupon  severally 

l  *“ th,y  4,1  —• *» «•  "»■>•••• 

HMfITKESS.  of  all  of  which,  I  have -hereunto  set  my  hand 
and  official  seal,  the  day  and  year  first  above 
mentioned. 


Notary  Public, 

County. 


AGREEMENT  m da  to  and  between  the  EDISON  GENERAL 
ELECTRIC  CQ&PANV  a.  eerpwation  organized  unde?  and  pursuantto  the 
laws  of  the  State  of  New  Jersey  and  having  an  office,  fortfce  tjtfjsao- 
tion  of  business  in  the  City  of  new  Tori:,  hereinafter  called  the 
GENERAL  COMPANY,  party  of  the  first -part,  and  THOMAS  ALTA  EDISON,  of 
Llewelyn  Part t-„ County  of  Essex,  State  of  New  Jersey  ,-party  of.  the  sec¬ 
ond  part*  ,  .  .  ..  ,...  ,  .  \ 

■WHEREAS  the  General  Company  iS  ortaaiied  for  the  pur¬ 
pose  inter  alio  of.  carry ing  on  the  business  of  developing  and  exploit¬ 
ing  what  is  town  S3  the  Edison  tostem  Electric  Lighting  and  of 
manufacturing  the.  various  apparatus  and,  appliances  constituting  the 
different  parts  of  that  tostem  such  as  dynamo  electric  machines,  un¬ 
der-ground  conductors,  incandescant  iacps  and  numerous  other'  requisite 
devices*  and  " 

WHEREAS  the  General  Company  recognising  the  invariance 
of  still  farther  perfecting  and  cheapening  the.manuftcture,  installa¬ 
tion  and  maintenance  of  its  said  electric  lighting  System,  desires  to 
avail  itself  of  the  Oxperieaae,  skill  and  inventive  genius  of  the  said 
Edison  and  to  seoure  his  active  aid  and  eo-operatlon,  and  desires  fur¬ 
ther  to  acquire  his  future  improvements  in  electric  lighting  for  the 
exclusive  use  of  the  General  Company  and  its  licensees*  and 

WHEREAS  after  full  and  careful  consideration  arrange¬ 
ments  have  been  made  to  and  between  the  General  Company  and  the  said 
Edison  whereto  the  said  Company  secures  his  services  and  Improvements 
§b  aforesaid  for  a  period  of  about  seven  and  one-half  years  from  the 
date  ofthis  agreement,  on  the  terms  and  conditions  hereinafter  set 
forthi 

NOB,  THEREFORE,  in' consideration  of  the  premises  and 'of 
the  several  premises  made  below,  the  parties  hereto  agree  as  follows: 

FIRST.  The  said  Edison  will  transfer,  assign  and  set 
over- to  the  General  Company  any  and  all  improvements  in  electric  light 
log  which  he  is  now  engaged  in  making  or  which  he  m to  hereafter  make 
prior. to  the, first  day: of  j^ejaber,!#^,  subject, .  however,  to  nay 
rights  of  the  Edison  Electric  Liedt  Company  arlsing  out  of.  existing 
contract  obligations  between  that,  company  and  himself,  .. 

—  SECOND.  As  consideration  for  the  stforesaid  premise' the 

General  Company  will  give  to  the  said  Edison  five  thousand  shares  of 
its  capital  stockfully  paid,  of  the  par  value  of- 5800,000.,  and  the 
General  Company  farther  agrees  that  as,  regards  toy  .  and:  all  of  the  said 
improveasnts  wfaioh  it  .nay- acquire  from  the  said  Edison  as  aforesaid 
or  use  to  tbeauthority  of  the  said.Ediscn  Electric  UghVCemvSto,  the 
General  company  will  pay  to  the  maid  Edison, such  sums  of  money,  from 
time  to  time,  the  same  to  he  mutually  agreed  upon,'  as  may  represent  or 
be  equal  to.  one-fifth  of  the  profit  saving  or  other  benefit  derivable 
to  or  accruing,  to  the  General  Company  from  or  on  account  of  such  im¬ 
provements,  and  the  General  Ceapaiy  will  also  reimburse  the  said 
Edison  for  all  experimental  expenses  incurred  in  making  any  and  all 
of  the  aforesaid  improvements,  as  well  as  for  disbursements  incurred 


■2- 


ln  procuring  patents  therefor,  settlements  as  regards  of  the  aforesaid 
payments  to  bo  made  evejy  three  months.  Should  the  Coaj>anr  and  the 
said  Edison  not  be  able  to  mutually  agree  upon  the  sums  of  money  to  be 
paid  to  the  said  Edison  as  aforesaid,  the  sane  shall  be  left  to  arbi¬ 
tration,  the  Company  to  select  . one  arbiter,  the  said  Edison  to  select 
another,  and  these  two  arbiters  to  select  a  third,  and  the  decision  of 
the  said  three  arbiters  or  of  a  majority  of  them  to  be  final  and  bind¬ 
ing  upon  both  parties. 

THIRD.  This  agreement  applies  only  to  North  America  and 

South  America. 

IN  Witness  WHEREOF  the  said  Edison  has  hereunto  set  his 
hand  and  seal  and  the  General  Company  has  oaused  its  corporate  name 
and  seal  to  be  hereto  affixed  by  its  proper  officers  thereunto  duly 
authorised,  at  the  City  of  Kern  York  on  the  March,  1888. 

Edison  General  Electrio  Company. 

tv 

(Seal)  President. 

Attest 

seoretaxy. 


(Seal) 


Witness  to  Mr.Edieon. 


[FROM  ALFRED  0.  TATE?] 


>L  STREET,  CORNER  Of 


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[ATTACHMENT] 


[ATTACHMENT] 


.%«m  /Jr-1  • "/ffAria/bfcp 

OT/?~  ^  //  X°  , 

<  vt  :  (Oomm 


Herman  Treat,  Trustee 

Hdison  Phonograph  Toy  Manufacturing  Co., 
95  Milk  Street,  Boston,  Maas. 


Dear  Sir!- 

Referring  to  the  agreement  between  Dowell  C.  Briggs  and 
Willi  an  W.  Jacques,  and  myself,  dated  November  25,  1887,  providing 
for  a  license  under  Letters  Patent  in  various  foreign  countries, 
for  an  Improvement  in  Phonographs  or  Speaking  Machines,  invented 
by  me,  and  having  been  informed  that  you  claim  certain  rights 
touching  the  said  agreement,  I  hereiy  notify  you  that  the  license 
therein  contained  has  expired  for  non-payment  of  royalties,  and, 
moreover,  has  been  forfeited  for  violation  of  the  provisions  of 
the  contract  by  the  said  Briggs  and  JacqueB. 

A  oopy  of  this  letter  will  be  given  to  eaoh  of  your  officers, 
to  each  member  of  your  Board  of  Directors,  and  to  both  Mr,  Briggs 
and  Mr,  Jacques. 


Respectfully, 


[ATTACHMENT] 


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[ATTACHMENT] 


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LABORATORY 

THOMAS  A.  EDISON. 

ORANGE,  N  J. 

Herman  Trost,  Trustee, 

Edison  Phonograph  T°y  M’f  S*  Co*» 


...A 


95  Milk  St.,  Boston,  Mass. 


™'W  " 


//f  l/tf/Yriafri?/ 

(^'bws/r. .  yfc'jT May  «.  1889.  VAW 


To  V/hom  It  May  Conoer 


This  will  introduce  to  you  ray  Private  Secretary,  Mr.  A.  0, 
Tate,  who  goes  to  Boston  at  ray  request  on  huBinesB  connected  with 
the  Edison  Phonograph  Toy  M'f’g,  Oo. 


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[ATTACHMENT] 


M«  fear  Mr.  Onhnory,- 

I  am  vary  to  loam  from  your  J.ot. t. or 

of  l*Hh  Anntnnt.  that  yon  arc*  road y  t,o  lo.wo  .Cor  ?’ox;ico.  I  am 
prnparod  t ,r>  ijivo  you  the  mash  in-os  which  you  riujuiro  far  your 
initial  wcry  any  time  ttiat,  yon  may  call  fhJ'  them. 

I  one  loss  herewith  a  formal  let.t.03*  addressed  to  yoursol  f, 
til; let;  colors  the  point,  roforrod  to  An  yours  under  reply,  rn^ar- 
dAn*'  the  cf|.!>TnoO|,iont,  of  the  three  months  proscribed  in  the  ,'oint 
lottor- nrtrlressod  to  you  by  -<>  1 .  'louruud  and  myself,  i;h*j  not. 

dated,  but  Yd;  A  el;  I  ro  for  t.o  as  undo)*  flat  ft  ’Invttnbor  7th,  IKHfi,  an 
if  was  on  that,  day  my  si^naturs  was  attached  to  the  sane. 

Yours  vary  truly* 


Thomas  former  y,  hsq. . 

o/n  Messrs,  fox  *  fro hie, 

j.4’7  Ua.sHfin  ft . ,  row  Yorfc . 


[ATTACHMENT] 


Thomas  •!,  Vonnery,  Rb.j. , 

o/o  Messrs.  JPox  J\ro»)le 

fl4?  "ums.-.u  Rt.,  Row  York. 

D  o’  w  r  a  i  r 

•  loforj-in/j  to  the  <o.Lnt  letter  addressed  to  you 
v  by  Oolono“  :'r0nrm'd  ll«fl  and  which  »/«s  »i,;ned  by  no  on  the 

■*  71,15  *'**••  Rovnmber,  1MHS,  and  which  "states  that  "You  are  within 

*  a  1,oriofl  °-  tliroo  calendar  months  to  obtain  Cron  the  Rovernmoht 

S'  of  Mexico  an  exclusive  license  or  concession . .  *jipply 

.  that  I’'0-rern>'ifint . with  phonographs,  manufn cturnd  An  ao- 

7  cardanoo  ’'.'ith.  the  present  or  wy  fiitu.-o  invention  or  improvement 
i  of  Mr.  T.  A.  Edison,  "  and  which  also  provides  .that  "’Vi thin  three 

7  calendar  months  after  obtaining  at  eh  license  or  concession  you  are 

to  form  or  ostabUsh  in  Rutland  or  the  United  Rtat.es  of  America  or 
i,  the  Repuhlic  of  Moxicr,  „  onmpany  Ac.,"  and  in  srs wer  to  your  letter 

ix  under  date  l.Rt.h  instant,  nsk.tne  no  to  name  a  date  from  which  the 
1 *  three  months  above  referred  to  shall  commence  to  run,  I  ben  to 


[ATTACHMENT] 


ad'^iBO  you  that  I  on  at  M:o  prosont  nonont  prepared,  to  -to! A" or  to 
you  t.ho  nncViiUos  vrhioh  you  ro.iuArn  t,o  enables  you  to  start  'jtm 
Mexico,  i>rri,  there  fore,  the  torn  of  tpron  months  above  mentioned 
(hall  *#0$  Q*«m  thn  data  of  thin  lott.or. 


Yours  very  truly. 


[ATTACHMENT] 


%■ 


°opy . 


Thomas  u,  Oormory,  '’nq. , 

o/<>  'Iohhi’h.  .vox  ft  Pro  I)l0, 

i  147  1’HBBftu  St.,  ?’ew  York  Oit.y. 


•Tuno  3.8,  3880 


row  Sir:  - 

Referring  to  my  letter  to  y  <w  under  &  to  jtfty  ;*sth, 
lW-W*  rt  00 ry  °r  T,’u oh  1  «nom«o  herewith,  and  which  roontions  two 
separate  periods  of  throe  calendar  months,  du  dng  each  of  which 
you  are  to  accomplish.  certain  m«olt«,  and  referring  more  p,,rtiW- 
iwly  to  line  Ko.  la,  being  the  last  Jj.no  on  tho  first  p„ne  of 
this  lot, tor,  w >d  ch  roads:  "throe  months  ahovo  referred  to  aha  13 
comen  as  to  run  Ac.,"  in  order  to  eliminate  all  doubt  as  to  which 
of  the  two  periods  of  three  calendar  months  is  meant,  please  in_ 
sei-t  in  Mi'  original  letter  the  word  "first,"  between  the  words 
"months *  and  "above,"  which  will  who  the  line  road:  "three  months 
first  above  referred  to  shalV  commence  to  run  fto." 

Yours  very  truly, 

Thomas  A.  Edison. 


(Signed  ) 


[ATTACHMENT] 


Onl,  l.enr  .'jo  n .  Hon  rami, 

Tiltt.Xa  ’’on  In  ,  Upper  ”nrvnn d,  furroy  t 
ftnijland . 


r>nw  nir:- 

1  enclose  herewith  copy  or  a  letter  Rrtdrowf.iV  t, 
myself  by  Mr,  ThnmoR  n.  Hennery,  undo)1  date  Mny  vvtji,  iflRo 
B other  with  o onion  of  two  letters,  artrtroRwofl  by  !nn  to  "...  t>,( 
”•  wrtor  rtf.t.«  May  »%).,  mn,  n«rj<nd  A  ,««  reap. 

tb'*\y;  alan  copy  of  lot* or  RrtrtrowRort  by  no  to  Mr.  Tenner y,  , 
Jnno  'JAth,  Wfl ,  and  mnrfcnd  n.  Tho  joint  letter  addressed  1 
tfr.  nonnory  by  you  and  myself  was  net  dated.  it  was  si  ,;nefl  . 
me  on  the  7th  rt*y  of  November,  lfi«R.  Mr.  Hennery  desired  r,r 
fix  tho  rtrto  f»r>n  which  ton  Id  r-\n  t>;e  ju*r  J  od  of  throe  m.J  onrtu 
months  tai/mod  him  to  obtain  fn>rt  tho  •'tovornwnt.  of  MoxJ.co  n 
exclusive  license  &c.,  end  letter  n  whs  written  for  tho  purpe 
r>f  fixing  that,,  rtotp.  Letter  H  in  p  a  emmi  .nitration  which  T  hn 
ttrtd.roRRRd  to  Mr.  Hennery  for  tho  purpose- nf  supplying  an  omi 
In  letter  o,  that  other  wj  ho  tn)  Rht  rend. or  the  latter  .  a  Httjn 


biRUnua, 


Your? 


tru  ly , 


( Signed )  Thomas  A.  Krti 


[ATTACHMENT] 


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/m<rs&>  yy,ay„nejt/  o^AUoor/d^  tod y*iey  t 

yrUt/etet./Zy  etyLccc/s.  ; 

^  o/sV/Ly^^afy  A’yy^  y-yjy 

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■coteA'  y/6L'i'/p/^/?.C'ic/o  y^ct-r'ic/  ^zrr-Az/c/  y  oiacs  yy^o/ 
y  /o  y/go/tZJ  oa'I.oZ  y)oc/d cy^y/ZUydasrru'yyiyyi,^ y^yf.(/l/tpr^ 
yyAi'  sjAa,).^  y^pis/e/iz.d/  <?,*  y^Oy  yopioZyf/icoicd  : 
ydo  #0  yU-esdasCyA-  fey/as/k*is^<'y  y//^^,yArtd  j 
yoioA/  <?ay<;/cy^  (r/AeAsci't.t)o.  ayZ&'lf-d--'yyr?AyS >*.  /rCio>y^/cn/ 

/  CA(  t)^y  Y/rJ  aZr.Cc *7A}er  ert-  ^(^trrtCjc^-i^'rm/yexyM^O.c/  ,■■/-  ArlJ 

<tZ-Zee.<,dS>  a/- ^.dY-iryddyur/^ZZ  tr/Ate/ce/ /Ay  /y m.tss rsn-ZZAiS  j 

y/ry/i-yyie,  ,.C0i./*  «  Arc  A-  s^Aci./ jy&Aet0t^y/0t.en-/errrLc0Zr  err^/ns*  j 


Cade  /Zu?, .Sperry emsy  /<lZa/Py/1.v'/ ^/Zcs'_jyZis>riey  eane/? 
Jld/a  Z’  /cO'ALy, y  Z>  "V ^rj  ,t>rZsAZyAc-iAo/is  yZ  s/'/Leyy,a^rt  cdcsl/- 

~y<uy^  cea/AoA  yy:  y,  pj/c^ry 

sSZ'C// '  y^tcyicve  ccZ/Lst-  cry> ^./rtr/A.  y ^/ate/ty/zrrzzd 


[ATTACHMENT] 


[ATTACHMENT] 


“wdt.ster?  "  ; 

Cit,  Md  county  I 

the  state  of  New  York  resl^nf^  °f  /taerl°aJ in  and  for  ! 

a-lso  a  Commissioner  of  Deeds  A«j,.saf?  City  of  New  York,  and 
States, Territoriesand  theMsSf1^^0*'  for  a**  the 
United  States  of  Amertck,in  td  ^  o*U?bia  of  the  I 
r®*fdent  in  said  City  of  New  vnr>v  l  the  State  of  New  York,  I 
of  the  state  of  New  York.S  o£  ^Notary  Public 

jj  oa>in  and  for  the  City  and  rmm+„he«U2lted  States  of  Ameri- f 
of  New  York  ,  d  o  nTr  H  f  oSLNew  Y°**  in  the  State 
henry  c  ,  K  ELS  p  v  LL  y  Certify  that 
I  annexed  CERTIFICATE  iw^ 5  ls  subs°ribed  to  the 
If  written  ,  was  af S  date  the™°* 

ins  the  same  and  now  is  the  ScIeSy^  nv*  **“  °f  ■***■ 

1  the  State  of  New  ^CRETARY  op  STATE  of 

j  *  well  acquainted  with  the  hSdmHf  ?'  “2  further  that  I 
|l  °f  State  Henry  c  .  Kels<»v  anj  ^ting  of  said  Secretary 
to,  subscribed  io%2S  £,,£1  'gS? d**1}1”  Sisna- 

cation  is  genuine  and  Certificate  of  Authenti- 1 

I  further  CeSttf  tSt  S,°!^r°*er  handwriting  . 
of  said  State  of  New  JersS  ttl  SJ  „Seoretary  of  State  ! 
duiy  authorized  under  the  L^ws  of  said^0*^®^18 

o?  ssssas^^  -■  in  s2"  ssi-i  cKiSss  i 

i»P«s,Mrti"nCSfLS=J  ‘SrtSf “?  sT  ““  I 

now  is  and  at  the  date  and^w^f+Lf*  Authentication; 
was  an  impression  of  the  SEAL a# of  tJae  signing  thereof 
State  of  the  state  of  S  °*  th’  Seoretary  of 

in  Witness  Whereof  T  „  I 

Hereunto  set  Mv  w*  fJIhave  I 

M  y  Off  ic  i  a  l  s  H  f  d  and  Affixed  ! 

.•  Seals  this  twenty- first  day  | 

of  November, A.D,,  1888,  I 

ftiywvLtoi, 
connissioner  of  Deeds  for  I ' 
the  State  of  New  Jersey  j 
rand  for  all  the  United  j 
“States  of  America,  and  I 

ing,  120  Broadway,  also  I 
1270  Broadway,  New  York  I 
City, New  York,u.s.A  • 


[ATTACHMENT] 


KNOW  ALL  MEN  BY  THESE  PRESENTS 
That  I,  THOMAS  A.  EDISON,  of  Orange,  County  of  Esse* 

;  State  of  New  Jersey,  have  made,  constituted  and  appointed, 
and  by  these  presents  do  make,  constitute  and  appoint, 
ALFRED  0.  TATE,  of  the  same  place,  my  true  and  lawful 
Attorney,  for  me,  and  in  my  place  and  stead  to  conduct, 
carry  on  and  transact  any  and  all  matters  of  business  and 
negotiations  whatsoever  on  my  behalf  with  the  EDISON  PHO¬ 
NOGRAPH  TOY  MANUFACTURING  COMPANY,  (of  Boston),  and  with 
its  directors,  trustees,  and  stock  holders,  as  such  or  as 
individuals,  or  with  any  or  either  of  them  or  with  any 
other  corporation  or  corporations,  or  any  person  or  per¬ 
sons,  in  any  way  relating  to  the  said  EDISON  PHONOGRAPH  TOY 
MANUFACTURING  COMPANY  or  to  the  business  which  the  said 
business  now  carries  on,  or  is  organized  to  carry  on,  or  re 
lating  to  its  rights  and  liability  or  relating  to  the 
holding  or  acquiring  by  contract  or  otherwise  of  any  stock 
in  the  said  EDI^^HONOGRAPH  TOY  MANUFACTURING  COMPANY, 
also  to  vote  upon  said  stock  at  meetings  of  the  stockhold¬ 
ers  of  the  said  Company,  or  otherwise,  also  to  represent 
me  at  any  and  all  meetings  of  the  said  Company,  or  of  its 
Board  of  Directors  or  Trustees,  or  of  any  Committees  of 
itB  Board  of  Directors  or  Trustees,  to  make  and  execute, 
sign,  seal  and  deliver  for  me  and  in  my  name  any  and  all 
instruments  in  writing  whatsoever  and  in  general  to  do  and 
."perform  any  and  all  other  acts 


and  things  which  shall  b< 


necessary  in  the  judgment  of  my  said  Attorney,  to  the 
proper  conducting,  carrying  on  and  transacting  tie  busi¬ 
ness  and  negotiations  aforesaid  or  any  part  thereof,  it 
being  my  intention  hereby  to  give  and  grant  unto  my  said 
:j  Attorney  full  power  and  authority,  to  do  and  perform  all 
and  every  act  and  thing  whatsoever  requisite  and  necessary 
to  be  done  in  and  about  the  premises,  as  fully,  to  all  in- 
tents  and  purposes,  as  I  might  or  could  do  if  personally 
Present,  hereby  ratifying  and  confirming  all  that  my  said 
Attorney  shall  lawfully  do  or  cause  to  be  done  by  virtue 
|i  thereof. 


IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand 
and  seal  the  //"t.  day  of  May,  in  the  year  one  thousand 
eight  hundred  and  eighty  nine,  at  Orange,  in  the  State  of 
New  Jersey,  United  States  of  America. 


ijytn 


% 


State  of  New  Jersey  ) 

County  of  Essex.  ) 

On  this  day  of  May,  1889,  personally 

before  me  appeared  Thomas  A.  Edison,  to  me  known  and  know 
to  me  to  be  the  individual  who  executed  the  foregoing 
instrument,  and  thereupon  duly  acknowledged  to  me  that  he 


ment ioned. 


^soiTlVpoarapli  Joy  ]V[ar»1y.  (Jornpairfr. 

•••OFFICE  OF  THE  TREASURER^ 

95  MILK  STREET,  -  -  Room  73. 


V/ARliAIITY  m.im 


,  Miohael  Daly  to  Thomas  A  Edison. 
1  Dated  Hay  24th.  1S89, 


Beginning  In  the  Southeasterly  line  of  the  Watohung  Hallway,  In  the  northwesterly 
line  of  lands  of  Lydia  L.  Bopesi  thenoe  running  along  her  line.  South  forty-five 
dogroes  fifty-five  minutes  West,  three  hundred  and  thirty-eight  feet,  more  or  Iosb, 
to  lands  formerly  of  Ferdinand  Jaeger,  thenoe  along  the  same,  Horth  fifty-six  de¬ 
grees  fifty-one  minutes  West,  one-hundred  and  ninety-one  feet  and  ninety  hundredths 
.  ®  foot*  thenoe  North  twenty-one  degrees  thirty-two  mlnutoa  East,  one  hundred  and 
eighty  feet,  more  or  less,  to  the  line  of  the  Watohung  Hallway  and  thenoe  along  the 
same  South  eighty-nine  degreos  thirty-four  minutoB  East,  three  hundred  and  forty 

feet,  more  or  less,  to  said  lands  of  said  Lydia  L  Hopes,  and  plaoe  of  Beginning _ 

Exoepting  out  of  the  some,  so  much  thereof  as  was  oonveyed  to  Ellen  Uullane,  By 
Deed  dated  June  6,1080  and  recorded  in  Book  0-24  of  Doeds  for  Essex  County  on 


Ellen  Itullane  to  Thomas  A  Edison. 
Dated  May  24th,  1889. 


Beginning  in  the  Southeasterly  line  of  tho  Watohung  Railway,  in  the  northwesterly 
It  LydvB  h'  *opeS|  theno°  runnl“e  South  forty-five  degrees  fifty-five 
minutes  West,  three  hundred  and  thirty-eight  feet,  more  or  less,  to  lands  formerly 
^  *”“5  daefr'  thenoe  Horth  fifty  degrees  fifty-one  minutes  West,  fifty  feet 
thenoe  Horth  forty-live  degrees  fifty-six  minutes  East,  three  hundred  feet,  more  or 
feet’  ™„Said  *atohn“e  Hailway  and  thenoe  along  the  same  Southeasterly  fifty-seven 
feet,  more  or  less,  to  said  lands  of  Lydia  L.  Hopes  and  place  of  Beginning. 


Edwin  M.  Douglas  and  Wife  to  Thomas  A.  Edison. 
Dated  September  9,1890. 


AvS^  with  t^n  °  lnterBeotlon  of  the  Westerly  line  of  Belmont 

line  Of  Heniee  stiffi6  v  °f  HflBB  Street«  thenoe  running  Westerly  along  the  middle 
s  n  °a°  “ld  twenty-one  feet,  more  or  less,  to  the  line  of 

thirtv^i’on^B  Lit*  of4.Mwar  1 1  Bavi8»  thenoe  along  the  same  South  forty-five  degrees 
thirty  minutes  West  seventy-six  feet,  ten  inches,  more  or  loss,  to  a  corner,  thence 

one  hundred  aod  W***  DttVi?  Morth  flfty-eeven  degrees  thirty-nine  minutes  West 
of  Charioa  Bnr.o.fl  8.?  *aet»  ono  inoh,  more  or  less,  to  the  line  of  property  nor  or  lat< 
seven  hundred  feet*  mo6”00  aJOOB  B“ne  South  twenty  one  degrees  thirty  minutes  West 
the  same  Horth  °r  le^S’  ,to  tha  West  llno  of  Belmont  Avenue,  and  thenoe  along 

Jegi^g!  7  86Ven  ^  01111  8lXty  f00t*  more  or  laBB*  to  the  place  of 


EXECUTORS'  DEED 


Jaoob  Ritsoher  deo'd  by  Exeoutlvos  to  Thomas  A  Edison. 
Bated  August  lst.1890. 


Beginning  at  the  East  oorner  of  lands  formerly  of  Anthony  Jackson,  on  the  West  side  of 
the  old  Road  leading  from  Bloomfield  to  Newark;  thenoo  running  along  said  Road  South 
twenty-five  degrees  and  thirty  minutes  East  throe  chains  and  Eighty-one  links,  to  lands 
formerly  of  Robert  (Sodden;  thenoe  along  the  same  South  fifty-six  degrees  and  forty-five 
minutes  West  three  chains  and  sixty- two  links;  thenoe  still  along  the  Bame  South  fifty- 
four  degrees  and  forty-five  minutes  West  four  hundred  and  thirtesn  feet,  more  or  less,  to 
lands  of  the  Wntohung  Railway  Company;  thenoo  along  the  same  Westerly,  seventy-four  feet 
more  or  less,  to  lands  of  said  party  of  the  second  part;  thenoe  along  the  same  north¬ 
westerly  three  hundred  and  thirty-nine  feet  and  seventy  hundredths  of  a  foot  to 
formerly  of  Susan  Ward;  thenoe  along  the  same  north  fifty-six  degrees  East,  six  Chains 
J1116!  t0  landS  for“orly  of  sald  Antony  Jackson;  thenoe  along  the  same 

South  twenty-eight  degrees  and  fifteen  mlnuteB  East  two  ohaine  and  three  links;  thenoe 
.a*?118  th°  Bame  Morth  Bifty-five  degrees  and  thirty  minutes  East;  five  ohalns  to 
said  Road  and  place  of  Beginning. 


WARRANTO  BEET) 
A.  Edison. 


lydla  1,  Ropes  ot  al  to  2 
Bated  November  1,1688. 

Blooaiflel<i  Avenue  at  its  Junction  with  the  Northerly  side  of 
I  /  !  :  then°®  mmlns  alone  Bald  Bloomfield  Avenue,  north  twenty  degrees.  West 

Hund™d  and  seventy-four  feet  more  or  less  to  land  of  John  M  Bodd;  thonojrnorth  42 
degrees  25  minutes  east,  two  hundred  and  fifty  foot;  thenoe  North  36  degrees  15  minutes 
hu?Bred  f?et5  thenoe  North  42  degrees  46  minutes  east  Ninety  feet;  thenoe  North 
*.  nnfrweB*i6r,?1^UtS8  east  0n0  hundred  01111  006  feet  and  eighteen  hundredths  of  a  foot* 
eastflftvonf  ff  ea8VnBhrrBd  and  flfty  Boot;  thenoe  North  26  degrees  50  minutes 
“  ‘  2fty  f80ts  thenoe  North  57  degrees  15  minutes  oast  fifty-five  feet;  thenoe  North 
^  dEeB/°  B88t  °ae  hundred  and  Borty-six  feet;  thenoe  north  24  degrees  East 

^°,*"“drod.<md  “fty  Beet  and  forty  hundredths  of  a  foot;  thenoe  North'16  degrees  40 
minutes  ees t  one  hundred  and  fifty-three  feet  and  sixty-six  hundredths  of  a  foot  to  the 
Northerly  side  of  tho  Watohung  Railway;  thenoe  along  Baid  Northerly  side  South  82  degrees 
1f8t  ?T8  “°d  8114  flftyr  Beet  *>  daad  or  lately  of  Jacob  RitsoherMhenoe 
?ffland  now  or  lately  of  Edward  Bavis  South  34  decrees  East  one  Sod  “d 
Beet  to  an  angle  in  said  Bavis*  land;  thenoe  along  his  line  and  along  -land 
f°™6rJy  °5  Va!Pr,  °?!:h  21  d06T60B  16  Mantes  West  eight  hundred  and  eighty  five&re  or 
j®88’  ta  th®  H°rtBerly  llae  °B  Belmont  Avenue;  thenoe  Southerly  along  the  line  of  Belmont 
ZlTZT  ^  tMj5  flve  feet  “ore  or  less  to  Bloomfield  A?enue  andthe  S°“  of 

thf  531“  80  nM°fc  °f  851111  landS  88  8X8  laoluded  wlthla  tha  llnaa  OB 


mmsi  pf-kt), 


I«rdia  I.  HopoB  to  Thomas  A  Edison. 
Datodj  August  16.1890. 


Beginning  at  the  westerly  corner  of  Belmont  Avenue  and  lands  of  the  Watohung  Hallway  C 
inn^C6).rUfnl^S  °i0ne ®?ld  Belno,lt  ■Avenuo  Southwesterly  three  hundred  and  fifty  feet,  more  or 
feet’  more^rVL  t  i  l  th®nae  al°“G  his  line  northwesterly  one  hundred  and  twenty-five 
ln?dS  0f  °ald  Ldl80ns  thenoe  alon«  the  same  Northeasterly:, two  hundred 
”  l™*’  t0  lands  0f  8ald  '^tohung  Hallways  thenoe  alem,  ton  Btar 
Southeasterly  one  hundred  and  sixty  t 
plaoe  of  Beginning. 


Aaron  H.  Kent  and  wife  to  Thomas  A  Edison. 
Dated t  June  14,1889. 


?°r?er  °f  dohn  l  Huntington's  land  on  the  West  side  of  the  old  road  lead- 
B?°°mfleld  t0  He™rlc;  thenoe  along  said  Huntington's  lino  South  forty  nine  degreos 
aad  aoT?n!L0n!  ,llnkB!  thonoe  alonS  the  same  South  thirty  twodegreee  aid 
/  !  *  iaet  two  chains  and  fifty  eight  links,  thenoe  along  toe  same  South 

aad  thlrty  minutes  West  three  chains  and  twenty  six  linkB  to  Charles 
Parrand  s  land;  thenoe  with  Charles  Parrand's  line  South  thirty  two  deersns  poo.  = 

metri^,e^oei^Ltthnl5lial0,1f  Bama  line  S0Uth  tw°  deGr°es  West  three  ohalnl  anfSghty 

s  sms sarKr, 

sr “E  sjxrb, 

IfllSlMlMWi1 


“  _SXE0W01th»  deep 

Uharloe  Far  rand  deo'd  by  Kxooutlves  to  Thomas  A  Edition. 
Dated  July  ID, 1009. 


?  .  ^°“t,hoast"1y  <>t  Watseoslng  Avenue  at  tho  northerly  oorner  of 
fnrtv  of  dolm  “  Dodd*  thono°  running  along  eald  Watsessing  Avenue  north 

hu^rnrtJhD1 of 2  ffv?  m,lnutos  Kaot  0110  hundred  and  eighty  seven  foot  and  sixty  eight 
twtv  ovm  rtl™0!  °f,BOld  1,h0,aa8  A  Ml6oa*  thonoe  alon3  the  name  South 

SXtoJFESiSST  t  I  0aO  mlnut08  Eaot  flvo  hundred  and  thirty  eight  foot  and 

L°f  ?  foot*  th£moa  South  8ly-  degrees  thirty  «w  four  nlnutee  West, 
a^ht^n?  ,  flfty-alx  foot,  thenoo  Worth  fifty-nlno  degroee  thirty  minutes  East 

id  sixteen  hundred  the  of  a  foot,  thonoe  South  thirty-two  degrees  fourteen 
minutes  East,  three  hundred  and  thirty  nino  feet  and  seventy  hundredths  or  *„ 

six  mi™te^Wesrh?r  "Sf1?*!  th0n0e  aloa«  tho  vma  N°rth  olghty-ono  degree  thirty 
six  minutes  WoBt.  five  hundred  and  forty-two  foot  and  thirtv  hundredths  of  n  foot  to 
lands  of  Estate  of  sold  John  u  Dodd,  thonoe  along  the  saw  HorlTo?xteon  L^rfes 
fo^°dn^not0r»^8t  f0Ur  hundroJ  003  8lx  foot:  thenoo  still  along  tho  enme  north 
,^ty*S1^teS  £°8t  080  hundrod  8,111  0**ty  throe  foot,  and  thenoo  otlll 
el^ht  fMt  t^siJd^  ?VOnt5T°1flt  de«r‘,0°  twelve  miuutoo  Boot,  two  hundred  and  Eighty 
eight  foot  to  said  ftatsossing  Avenue  and  plaoe  of  Beginning*  y 


BEEP 

Prom:  She  Butual  Life  Insurance  Company  of  Hew  fork  To:  Thomas  A.  Edison. 
Bated:  Hay  21,1889. 


BE8IHUIHG  on  the  Southwest  side  of  the  old  road  leading  from  Bloomfield  to 
r6Sidenoe  of  8.6.  Kimball  )  and  at  the  Hortheast  corner  of  the 
JwL-1/!?08?  °*  a  cr0BB  road  1‘unnlne  from  the  old  road  towards  the  Turnpike: 

thenoe  (1  along  said  old  road  South  thirty  and  three  quarters  degrees  East .five 
fif “"VS"  t0  A‘  KentB  llnc”  thonOB  (2)  along  A.  Kents  line.  South 
ana  aehai£  dop'ees  West,  six  chains  and  seventy  one  links:  thenoe  (3) 
q ^  South  thirty  dogroos  EaBt,  two  ohaina  and  fifty  eight  links,  thenoe 
to  m1  ^  Q0Vf1  and  a  half  deerf,0°  WB°t»  three  ohains  and  twenty  four  links 

J‘  Karr  ends  line,  thenoe  (6)  along  C.«.  Farrands  line  north,  twenty 
quarters  degrees  West,  fine  ohains  and  ninety  six  links,  to  the 
aforesaid  oross  road,  thenoe  (6)  along  the  Southerly  line  of  said  road  Horth, 

S2Z  “jV  fty  four  “inut0B  Kast  ten  ohains  and  fifteen  and  one  half 

links  to  the  place  of  Beginning - 

COHTAIHIMC  five  aoreB  and  eight  hundredths  of  an  acre 
same  more  or  less. - - 


of  land,  be  the 


cr^t^  <yC  ?uZ& t^ocky 

^  ^  /$jUf  d^tu*. L  «£.&C7tr6 


CdAsC^ 


-*L~ di-J  J2. 

/ajCc  'd-^-xx-^Ls  /4v 

/*• *c/Lf  /tC^^ 

^sf~?^-j'  ~Zo4st-^<'  0#lsV<_Y'  J 

—  ^2--c-c<_  Cd^i^gXJ\^  C3t-<_-<__ 


LABORATORY 


THOMAS  A.  EDISON. 

ORANGE,  N  J. 

Letter  from  J.  0.  Reiff,  dated  July  10,  1889. 
Refer  to  Mr.  Insull  before  opening. 


:j  K  n  0  W  ALT,  u  33  M  sv  these  p  r  j  S  E  II  T  S: 

II 

j'j  THAT  WHEREAS,  I,  Thomas  A.  Edison,  of  Llewelyn 

i|  Pavli>  Orange,  in  the  state  of  Hew  Jorooy,  Gin  a  stockholder 
|  in  a  1  ns*U'G  number  of  oorpo  rat  ions  formed  under  the  lavs  of 
j  cl  if  for  or.  t  Stetoa  of  this  cam  try  and  oleowhoro,  and  do  si  ro 
j  'io  appoint  a  proxy  or  personal  attorney  to  attend  in  my 
;j  nnjv,°*  Plato  and  stead,  and  to  voto  at  any  mooting  of  stock- 
|  honors  wliioh  may  bo  colled  by  any  of  the.  said  corporations! 
and 

||  WHEREAS,  for  tho  purpose  of  avoiding  the  inoonvon- 

!j  ionco  and  delay  of  executing  a  separate  proxy  for  each  of 
jl  such  mootings,  I  desire  to  execute  a  general  pov/or  of  at- 
j  torney  or  proxy  to  covor  them  all: 

|  HOW  THEREFORE,  1  do  by  those  presents  make, 

j  constitute  and  appoint,  Samuel  Insuil,  of  the  City  and 
State  of  Hew  York,  my  proxy  and  my  true  and  lawful  attornoy 
|  for  mo  in  my  nano,  p.lsco  and  stoad,  to  attend  any  and  all 
stockholders'  meetings  of  any  and  all  corporations  in  which 
I  may  be  a  stockholder,  together  with  any  and  all  adjoum- 
|  ments  of  such  meetings,  and  to  voto  as  my  proxy  at  any 
election  which  may  take  place  at  any  of  3nid  mootings,  and 
!  upon  any  subject  whatsoever  which  may  be  considered  and 
j  voted  upon  at  said  mooting,  according  to  tho  mmbor  of 
votes  I  should  be  entitled  to  voto  upon  if  then  personally 
present,  it  being  my  intention  to  confer  upon  said  Insuil 


full  power  GS  my  p ro;cy  to  vote  at  any  and  all  of  said  meet¬ 
ings,  touching  any  and  all  of  said  corporations,  vat h  the 
somo  force  and  effect  as  if  I  wore  there  porccnolly  pres¬ 
ent,  hereby  ratifying  and  confirming  all  that  my  said  at¬ 
torney  shall  lawfully  do  or  c.v.uao  to  be  duio  by  virtue 


I  N  V/  I  T  IT  H  S  S  JHSHBOT,  I  have  here¬ 
unto  sot  my  hand  and  seal  the  30^  day  of  July, 
in  the  year  ono  thousand  eight  hundred  and  eight y-nino. 

~y* 


Sealed  and  dolivor 
in  the  presence 


00  of  )  ^  '  vJVvth)  H 


SIAi 

County  of 


0  f  ) 

■  sZL  1  i  “! 


BE  IT  KNOWN,  That  on  the  3l<U^  day  of 
one  thousand  oight  hundred  and 

before  me,  <£$0U.chJf  a  Notary  Public 

in  and  for  the  State  of 
oioned  and  sv/orn; 


y  du: 


duly  commis- 


(I  jlL  .  I  I  a 

dv/ol ling  in  the  ( An^riW\^,J\s>  0 1 

pu  t-cuid,  r^ilOxP- 


personally  cimo  an d  appaax-od  .  _ 

\LwstrU+dXx>  J/i  ~'&2-cLcst-t>- 

to  me  personally  ];novm,  and  known  to  me  to  be  the 
aa’iie  person  described  in,  and  who  executed  the  with¬ 
in  Power  of  Attorney,  and  aa knowl odfi ed  the 

within  Power  of  Attorney  to  be  U^o  act  and  deed. 

ill  'XEOSIiiOJJY  VJHBKEOT,  I  have  hereunto  subscrib¬ 
ed  my  name  and  affixed  my  seal  of  office,  the  day 
and  year  last  above  written. 


^yi^tcur^cf 


DEPARTMENT  OF  STATE. 

I,  HENRY  C.  KELSEY.  Secretary  of  State  of  the  State  of  New  Jersey,  Ha  hci'clni 

(Ccrlifil,  that . h, . . . . . >. . ,tx. . Esquire,  who  hath 

signed  the  foregoing  Certificate,  and  whose  Official  Seal  is  thereto  annexed,  was,  at  the  doing  thereof, 
and  now  is,  a  NOTARY  PUBLIC  in  and  for  the  State  of  Neu/ Jersey,  duly  appointed,  commissioned 
and  sworn  according  to  law,  and  that  full  faith  and  credit  are  to  be  given  to  his  official  attestations; 
and  I  further  certify,  that  the  Sea!  thereto  annexed  is  his  Ofjitial  Seal,  and  that  the  said  signature  is 

in  the  proper  handwriting  of  the  said . . . . . 

l/><  testimony  SUUicrrof,  /  have  hereunto  set  my  hand  and/affixed  my  Official  Seal,  at 


'^~^e-*s-y-y-e*  ^ T^cy/L&ig-t^ 

Jizzl^  C^L 

•  t-/' 


t  A~,:  w 


COUDERT  BROTHERS 

COUNSELLORS  AT  LAW 


Articles  of  Agreement  made  and  entered  into  this 
’ttvevltj  J.omdk'  day  of  1889  by  and  between  Felix  de 

Lalande  of  Paris,  Prance,  and  Georges  Chaperon  of  Libourne, 
Prance  ,  parties  of  the  first  part,  and  Thomas  A. 
Edison  of  Llewellyn  Park,  New  Jersey,  United  States  of 
America,  party  of  the  second  part: 

WHEREAS  Letters  Patent  of  the  United  States  for 
Galvanic  Battery  No.274110,  dated  March  20,  1883,  were 
granted  and  issued  to  the  parties  of  the  first  part  and 
are  now  owned  by  said  parties  of  the  first  part,  and 

WHEREAS  the  party  of  the  second  part  is  desirous 
of  acquiring  the  exclusive  right  and  license  to  manufacture 
use  and  sell  galvanic  batteries  patented  by  said  Letters 
Patent  in  the  United  States  for  the  unexpired  term  thereof 
for  certain  purposes, 

NOW  THEREFORE  IT  IS  AGREED  BY  THE  PARTIES  HERETO  as 

follows: 

!•  The  parties  of  the  first  part  for  themselves, 
their  legal  representatives  and  assigns,  hereby  grant  to 
the  party  of  the  second  part  the  exclusive  license  and  right 
tti  manufacture,  use  and  sell  galvanic  batteries  patented  by 
said  Letters  Patent  in  the  United  States  for  the  unexpired 
term  of  said  Patent  for  all  purposes  except  for  use  as  sec¬ 
ondary  battery  or  in  connection  with  electric^lighting*-  V  N 

2.  The  party  of  the  second  part  shall  have  the 
right  to  export  to  France  and  to  sell  or 


lease  in  France 


primary  batteries,  but  solely  for  use  in  oonnection  with 
phonographs. 

3.  The  party  of  the  second  part  hereby  agrees  to 
pay  to  the  said  parties  of  the  first  part  as  a  license  fee 
or  royalty,  Twenty-five  centimes  in  French  currency  per 
litre  capacity  for  each  and  every  galvanic  battery  covered 
by  said  Patent  manufactured  and  sold,  by  him,  the  litre  cap¬ 
acity  upon  whioh  the  aforesaid  royalty  is  based  to  be  meas¬ 
ured  with  the  electrodes  removed  from  the  battery  ,-jar. 

4.  The  party  of  the  second  part  agrees  that  the 
amount  of  royalty  to  be  paid  by  him  to  said  parties  of  the 
first  part  shall  not  in  any  one  year  be  less  than  Two  thou¬ 
sand  dollars  |$2000|  per  annum,  which  amount  shall  be  pay¬ 
able  every  six  months  in  advance.  In  case  this  amount  shall 
remain  unpaid  for  thirty  days,  after  due  notice  by  register¬ 
ed  letter,  this  agreement  shall  become  void  and  inoperative. 

5.  The  party  of  the  second  pa'rt  agrees  to  keep  true 
and  accurate  books  of  account  showing  the  numbers  of  gal¬ 
vanic  batteries  covered  by  said  Patent  manufactured  and  sold 
by  him,  which  books  shall  be  at  all  reasonable  times  open  to 
the  inspection  of  the  parties  of  the  first  part  or  their  au¬ 
thorized  agents. 

R.  The  party  of  the  second  part  further  agrees  to 
render  written  statements  to  the  parties  of  the  first  part 
semi-annually  from  the.  date  of  this  agreement  and  to  pay .  .. 
said  parties  of  the  first  part  at  Paris,  France,  the  amounts 
due  under  this  license  for  the  period  covered  by  the  state- 


3 

ment,  within  thirty  days  after  the  rendering  of  such  state 
ment.  All  payments  shall  be  made  to  Felix  do  Lalande,  whose 
individual  receipts  shall  be  binding  upon  both  parties  of 
the  first  part. 

7.  The  party  of  the  second  part  further  agrees  to 
number  consecutively  with  indelible  characters  the  galvanic 
batteries  manufactured  and  sold  by  'him  under  this  license 
and  agrees  to  furnish  the  parties  of  the  first  part  free  of 
charge  four  samples  of  each  of  the  sizes  of  galvanic  batter¬ 
ies  madeby  him  under  this  license. 

8.  It  is  mutually  understood  and  agreed  by  and  be- 
ween  the  parties  hereto  that  no  license  fee  will  be  due  or 
payable  for  the  replenishing  of  batteries  upon  which  a  li¬ 
cense  fee  has  once  been  paid,  providing  the  ,1ars  of  such  re¬ 
plenished  batteries  shall  have  been  stamped  with  indelible 
characters  as  provided  in  Article  seven. 

9.  The  party  of  the  second  part  will  have  to  pro¬ 
tect  the  Letters  Patent:  he  will  have  sole  charge  in  his 
discretion  of  commencing  and  defending  all  litigation  in 
connection  with  the  said  Letters  Patent;  he  will  assume  all 
expenses  connected  with  such  litigation,  and  in  consequence 
thereof  he  will  be  entitled  to  all  damages  which  may  be  a- 
warded  by  the  Courts.  The  parties  of  the  first  part,  how¬ 
ever,  expressly  agree  to  sign  and  verify  all  pleadings  or 
other  necessary  papers,  to  execute  and  deliver  proper  powers 
for  the  prosecution  of  all  proceedings,  suits  and  actions,  or 

f  or  defending  the  same,  and  to  give  all  testimony  that  may 


jj  4 

i;  be  required  .upon  the  request  of  the  party  of  the  second  part 
!;  I0*  In  the  event  that  the  Patent  under  which  this 

lj  license  is  granted  is  declared  invalid  in  the  highest  Court 
|  of  competent  jurisdiction  in  the  United  States,  then  from 
that  time  forward  the  party  of  the  second  part  is  released 
from  the  payment  of  royalty  under  this  license  for  galvanic 
batteries  thereafter  manufactured,  used,  or  sold  by  him. 

II.  This  license  is  granted  to  the  party  of  the 
jj  second  part  and  is  unassignable  and  indivisible,  except  that 
j  it  will  run  to  firms  and  corporations  with  which  the  party 
|  of  the  second  part  is  connected  and  be  binding  upon  such 
jj  firms  and  corporations. 

18.  The  parties  reserve  their  respective  rights  to 
j|  any  improvements  made  by  either  of  them  on  the  said  letters 
jj  Patent  and  any  improvements  so  made  shall  remain  the  proper- 
j!  ty  of  the  inventor. 


13.  The  party  of  the  second  part  reserves  to  him¬ 
self  the  right  to  terminate  this  license  upon  six  months' 
notice  in  writing  to  the  parties  of  the  first  part,  and 
thereupon  he  will  execute  and  deliver  a  proper  instrument 
in  writing  to  cancel  the  effects  of  this  contract. 

IN  TESTIMONY  WHEREOF,  the  parties  hereto  have  here¬ 
unto  signed  their  names  and  affixed  their  seals,  the  day  and 
year  first  above  written. 


Consulate  General  of  llic  United  Slates  of  America  at  Paris,  France. 


Consulate  General  of  the  United  Stales  of  America  at  Paris,  France. 


&n  Z/c'e  iJ?  c/ay  oy/  iZleyxi fo  Z/eyeai  /  < 

me yicieona/hy  came 


Zo  me  So  /e  Z/le  thc/vcc/ua/c/cplc/ec/cn  anc/ w/io  eaeceeZec/  Z/e  caeZ/cn  d/iicZiumenZ 
',(/  ac/nocu/c/aec/ Z/faZ  execuZec/ Z/e  Came. 


IHititesiJi  my  /anc/  anc/  cy^/cca/ cea / Z/e  c/ay  anc/ yeat  a/ovc  catcZ/cn. 

^ onca /  'Zyeneia/ oy/  Z/e  //niZcc/  <£//aZcc  oy/  <S/me(cca  aZ  £/atcCj  usance. 


THIS  INDENTURE,  made  the  sixteenth  day 
of  October,  in  the  year  of  Our  Lord  one  thousand  eight  hun¬ 
dred  and  eighty-nine,  BETWEEN  The  Ogden  Iron  Company,  a 
corporation  of  the  State  of  New  Jersey,  of  the  first  part, 
and  The  New  Jersey  and  Pennsylvania  Concentrating  Works, 
also  a  corporation  of  said  State  of  New  Jersey,  of  the  sec¬ 
ond  part: 

WITNESSETH:-  That  the  party  of  the  first  part,  in 
consideration  of  the  rents  and  payments  hereinafter  men¬ 
tioned  to.be  paid  by  the  party  of  the  second  part,  and  of 
the  covenants  and  agreements  hereinafter  contained  to  be 
kept,  observed  and  performed  on  the  part  of  the  party  of 
the  second  part,  hath  given,  granted  and  demised,  and  doth 
hereby  give,  grant  and  demise  unto  the  party  of  the  second 
part  the  full  and  free  right,  liberty  and  privilege  of  en¬ 
tering  in  and  upon  those  two  certain  tracts  or  parcels  of 
land  and  premises,  situate,  lying  and  being  in  the  Township 
of  Sparta,  in  the  County  of  Sussex  and  State  of  New  Jersey, 
particularly  described  as  follows :- 

THE  FIRST  TRACT  is  known  as  "The  Sharp  Mine  Lot", 
and  was  surveyed  on  the  25th  day  of  June,  1771,  and  record¬ 
ed  to  the  Sharps  at  Perth  Amboy  in  Book  S.  6,  pages  221, 

&c.,  and  is  the  same  whioh  was  conveyed  by  William  Firm- 
stone  and  wife  to  the  said  Ogden  Iron  Company  by  deed  dated 
November  27th,  1866,  and  recorded  in  the  Sussex  County 
Clerk's  Office  in  Book  0.5  of  Deeds,  on  pages  86  &c .  and 
therein  described  as  follows:-  Beginning  at  a  White  Oak 


I 


G 


tree  marked  with  a  blaze  and  three  notches  on  each  side, 
standing  on  the  South  side  of  one  of  the  branches  of  the 
Rookaway  River,  South  ten  degrees  West  from  a  house  lately 
built  by  Isaac  Sharp  five  chains  and  a  half  distant  and 
also  five  chains  from  a  small  bog  meadow  that  empties  into 
said  branch;  also  about  two  and  a  half  miles  from  the  road 
that  crosses  the  mountain  from  the  Wallkill  at  Harlow's 
brook  to  Chariot tenburgh  Furnace,  and  runs  thence  (1)  North 
twenty-two  degrees  West  six  chains;  (2)  North  eleven  de¬ 
grees  East  thirty-four  chains  and  twenty  links;  (3)  South 
fifty-six  degrees  East  nine  chains  and  fifty  links;  (4) 
South  nine  degrees  West  thirty-four  chains  and  forty  links; 
(S  )  North  eighty-eight  degrees  West  seven  chains  and  thirty 
links  to  the  place  of  beginning,  Containing  thirty-two 
acres  and  sixty-nine  hundredths  of  an  acre  of  land. 

THE  SECOND  TRACT  is  the  same  which  was  conveyed  by 
Joseph  G.  Fell  and  wife  to  the  said  Ogden  Iron  Company  by 
deed  dated  March  6,  I860,  and  recorded  in  the  Sussex  County 
Clerk's  Office  in  Book  0.5  of  Deeds,  on  pages  82  &c . ,  and 
therein  described  as  follows :- 

Beginning  at  a  White  Oak  marked  and  standing  about 
three  chains  and  fifty  links  West  of  a  Swamp  called  Long 
Swamp  and  from  said  tree  the  West  end  of  a  oauseway  leading 
over  the  said  Swamp  bears  South  seventeen  and  a  half  de¬ 
grees  East  and  a  large  rook  about  three  feet  in  diameter 
and  seven  feet  thick  and  bears  North  fifty-one  and  a  half 
degrees  East  distant  about  one  chain  and  fifty  links  (re¬ 
corded  at  Amboy,  Book  S.12,  pages  264  &c.)  -...thence 

2 


(1)  North  seven  degrees  West  four  ohains  and  fifty  links; 

(2)  North  forty-three  degrees  West  twenty-one  ohains  and 
twenty-five  links;  (3)  South  sixty-four  degrees  West 
twenty-fivo  chains;  (4)  South  fifteen  degrees  West  twenty- 
five  ohains;  (5)  North  eighteen  degrees  East  fifteen 
ohains;  (6)  North  seventy  degrees  thirty-five  minutes  East 
forty-seven  chains  and  eighty  links  to  the  beginning,  Con¬ 
taining  118.61  Acres,  but  after  deducting  32.69  acres  in¬ 
cluded  therein  returned  to  Joseph  Sharp,  and  recorded  in 
Book  S.6  pages  221  &e.,  there  remains  75.97  acres  of  land 
strict  measure.  And  after  further  deducting  so  much  of 
said  Second  Tract  as  is  included  within  the  bounds  of  the 
De  Lanoey  Tract,  returned  to  John  De  Lancey  in  the  year 
1786,  and  containing  by  survey  fifty- two  acres  and  thirty-  ' 
six  hundredths  of  an  acre,  there  remains  in  said  Second 
Tract  about  forty-throe  acres  of  land.  And  so  much  there¬ 
of  as  is  included  within  the  bounds  of  said  De  Lancey  Tract 


is  excepted  from  the  operation  of  this  indenture. 

And  of  exploring  the  said  lands  and  premises  for 
iron  ores  and  of  sinking  pits  and  shafts  and  mines,  and  of 
mining  and  digging  from  said  land  any  and  all  iron  ores 
which  shall  be  found  thereon  by  the  party  of  the  second 
part  for  and  during  the  term  of  twenty  years  from  and  after 
the  date  hereof  .  , 

.  But  the  party  of  the  first  part  expressly  reserves 
and  exceptB  from  the  operation  of  this  grant  and  demise  a 
certain  mine  already  opened  upon  said  lands  and  premises  on 
what  is  known  as  the  Pardee  Shoot  or  Vein,  and  all  parts  of 


o 


0 


said  shoot  or  vein,  whether  at  present  reached  by  said  mine 
or  not  -  and  all  and  every  the  works  and  machinery  connect¬ 
ed  with  said  mine,  and  also  all  machinery  and  dwelling 
houses  and  other  buildings  and  all  railroad  tracks  and 
trestles,  and  all  docks  and  dumping  grounds  (and  the  rock 
and  ore  composing  the  same)  now  upon  any  part  of  the  above 
described  lands  and  premises  (whether  the  same  be  now  in 
use  or  not);  and  also  excepts  and  reserves,  now  and  at  all 
times,  all  such  parts  of  the  surface  of  said  land  as  may 
now,  or  at  any  time  hereafter,  be  required  for  the  working 
of  said  mine  and  the  removal,  storage  and  shipment  of  ore 
from  said  Pardee  Shoot,  whether  such  parts  of  the  surface 
be  presently  in  use  or  not.  And  the  party  of  the  first 
part  also  reserves  the  right  to  sink  new  shafts  upon  said 
land,  wherever  it  shall  see  fit  so  to  do,  for  the  purpose 
of  reaching  said  Pardee  Shoot  or  Vein,  as  well  where  said 
shoot  has  already  been  mined  as  also  at  points  where  the 
same  has  not  yet  been  opened  or  mined;  and  for  the  purpose 
of  sinking  such  new  shafts  and  of  raising  and  storing  and 
shipping  ores  therefrom,  the  party  of  the  first  part  is  to 
have  the  exclusive  use  and  occupation  of  so  much  of  the 
surface  of  the  above  described  lands  as  may  be  necessary, 
anything  herein  contained  to  the  contrary  thereof  notwith¬ 
standing.  And  the  party  of  the  first  part  also  reserves 
to  itself  and  its  successors  and  assigns  the  right  to  work 
and  operate  the  said  mine  already  opened  on  said  Pardee 
shoot,  and  such  other  shafts  and  mines  as  may  hereafter  be 
opened  upon  said  shoot  or  vein  -  and  to  mine,  store  and 


© 


s 


© 


remove  ores  from  any  and  all  parts  of  said  Pardee  shoot  or 
vein,  whether  at  present  reached  and  opened  or  not.  And 
the  party  of  the  second  part  shall  not  have  any  right  to 
mine  or  remove  any  ores  from  the  said  mine  already  opened, 
nor  from  any  part  of  said  Pardee  shoot  or  vein,  whether  at 
present  reached  by  said  mine  or  not. 

It  is  understood  that  the  party  of  the  second  part 
is  to  have  the  right  to  mine  and  dig  such  ores  as  may  be 
found  between  said  Pardee  shoot  and  the  surface  of  the 
ground;  upon  the  condition  however,  and  it  is  agreed,  that 
such  mining  and  digging,  and  any  and  all  mining  operations 
^and  other  work  which  may  be  carried  on  by  the  party  of  the 
second  part  by  virtue  hereof,  are  to  be  so  done  as  not  in 
anywise  now  or  hereafter  to  interfere  with  the  working  and 
operation  of  said  mine  already  opened,  nor  with  the  exten¬ 
sion  of  said  mine  upon  and  along  the  said  Pardee  shoot  or 
vein,  nor  with  any  new  shafts  or  mines  which  may  at  any 
time  be  opened  or  worked  by  the  party  of  the  first  part, 
or  its  successors  or  assigns,  upon  said  Pardee  shoot  or 
vein  -  and  so  as  not  to  interfere  with  or  disturb  any  of 
the  works  or  machinery  connected  with  said  mine,  or  any 
machinery,  dwelling-houses  or  other  buildings,  railroad 
tracks,  trestles,  docks  or  dumping  grounds  upon  said  lands; 
and  so  as  not  to  in  anywise  to  weaken,  disturb  or  endanger 
any  of  the  workings  now  open,  or  hereafter  to  be  opened 
upon  and  along  the  said  Pardee  shoot  or  vein.  And  any  and 
all  work  which  shall  be  done  and  prosecuted  by  the  party  of 
the  second  part  by  virtue  hereof  shall  be  so  done  and 
5 


© 


o 


prosecuted  as  not  to  cause  or  permit  surface  vra,ter,  either 
during  the  prosecution  of  the  work  of  the  party  of  the  sec¬ 
ond  part,  or  after  the  abandonment  of  such  work,  to  flow 
into  any  of  the  mines  or  workings  now  open,  or  hereafter  to 
be  opened,  upon  and  along  said  Pardee  shoot  or  vein. 

I  And  the  lands  and  premises  above  described,  except¬ 

ing  as  above  excepted,  reserved  and  provided,  are  hereby 
demised  and  let,  by  the  party  of  the  first  part  unto  the 
party  of  the  second  part  to  have  and  to  hold  the  same  unto 
the  party  of  the  second  part  for  and  during  the  term  of 
twenty  years  from  and  after  the  date  hereof  (unless  this 
lease  shall  be  sooner  terminated  as  hereinafter  provided) 
for  the  uses  and  purposes  herein  mentioned,  and  for  no 
other  use  or  purpose  whatsoever. 

The  party  of  the  second  part  is  to  have  the  further 
right  to  erect,  maintain  and  operate  upon  said  premises, 
during  the  term  hereby  demised,  all  such  buildings,  erec¬ 
tions,  fixtures,  machinery  and  ore-concentrating  works  as 
Bhall  be  requisite  and  necessary  for  the  proper  carrying  on 
of  the  exploring  and  mining  operations  above  mentioned,  and 
for  the  pulverizing  and  concentrating  of  the  ores  which  may 
be  mined  by  the  party  of  the  second  part  upon  and  from  said 
premises,  and  for  the  pulverizing  and  concentrating  of  ores 
brought  from  any  other  premises;  and  the  right  to  con¬ 
struct,  build  and  maintain  all  suoh  ways,  wagon-roads  and 
railroads  upon  and  across  said  premises  as  shall  be  requi¬ 
site  and  necessary  for  the  carrying  on  of  said  works;  and 
also  to, appropriate  and  use  such  part  of  the  surface  of 
6 


said  lands  (excepting,  always,  as  aforesaid)  as  may  be 
requisite  and  necessary  for  the  carrying  on  of  the  works 
aforesaid,  and  for  storing  the  ores  mined  and  concentrated 
by  virtue  hereof. 

And  the  party  of  the  second  part  is  to  have  the 
right  to  carry  away  from  said  promises  such  part  only  of 
the  ores  by  it  mined  thereon  as  shall  have  been  by  it  first 
concentrated,  ground  and  pulverized  to  such  fineness  as  to 
permit  the  said  ore  to  pass  through  a  screen  having  meshes 
one-tenth  of  an  inch  in  equal  length  and  width,  and  not 
greater.  And  all  iron  ores,  minerals,  rock  and  other 
material  whioh  shall  be  mined  by  the  party  of  the  second 
part  upon  said  premises,  and  whioh  shall  not  have  been 
ground  and  pulverized  to  the  fineness  aforesaid  and  concen¬ 
trated  as  aforesaid,  shall  be  and  remain  at  all  times  the 
property  of  the  party  of  the  first  part,  anything  herein 
contained  to  the  contrary  notwithstanding. 

And  in  consideration  of  the  premises,  the  party  of 
the  second  part  doth  covenant  and  agree  to  pay  unto  the 
party  of  the  first  part  a  royalty  of  twenty  cents  per  ton 
of  two  thousand  two  hundred  and  forty  pounds  for  each  and 
every  ton  of  iron  ore  which  shall  be  mined  upon  said  prem¬ 
ises  and  concentrated  by  virtue  hereof;  the  said  royalty 
to  be  computed  upon  the  weight  of  the  concentrated  ores 
after  the  concentration  thereof.  Said  payments,  and  all 
payments  of  rents  and  royalties  herein  provided  for,  to  be 
made  quarterly  on  the  fifteenth  day  of  October,  January, 
April  and  July  m  each  and  every  year  during  the  continu- 


ance  of  this  lease,  (for  the  quarter-yoar  ended  on  the  last 
day  of  the  preceding  month)  at  the  Nations  1  Union  Bank  in 
the  Town  of  Dover,  in  the  County  of  Morris  and  State  of  New 
J  ersey . 

And  the  party  of  the  second  part  doth  further  cove¬ 
nant  and  agree  that  from  and  after  the  expiration  of  one 
year  from  the  date  hereof,  the  party  of  the  second  part 
shall  and  will  in  any  event  pay  unto  the  party  of  the  first 
part,  on  or  before  each  quarter-day  during  the  continuance 
of  this  lease,  the  sum  of  five  hundred  dollars,  (being  at 
the  rate  of  twenty  cents  per  ton  upon  a  product  of  two 
thousand  five  hundred  tons  of  iron  ore  per  quarter-year)  as 
and  for  a  regular  quarterly  rent  for  said  premises,  whether 
a  sufficient  quantity  of  iron  ore  shall  have  been  mined  and 
concentrated  by  the  party  of  the  second  part  during  the 
quarter-year  preceding  such  quarter-day  to  amount  to  that 
sum,  at  the  rate  of  twenty  cents  per  ton,  or  not.  And  if 
it  shall  happen  that  in  any  quarter- year  less  than  two 
thousand  and  five  hundred  tons  of-  ore  shall  be  mined  and 
concentrated,  so  that  the  said  quarterly  rent  of  five  hun¬ 
dred  dollars  shall  exceed  the  sum  which  would  have  been  due 
as  royalty  upon  the  ores  actually  mined  and  concentrated, 
at  the  rate  of  twenty  cents  per  ton,  then  and  in  such  case 
the  party  of  the  second  part,  having  paid  the.  said  rent  of 
five  hundred  dollars  for  such  quarter  year,  shall  be  enti¬ 
tled  to  a  credit  for  such  exc.ess  as  a  payment  on  account  of 
the  royalties  which  may  become  due  upon  any  ores  which  may 
be  mined  and  concentrated  in  any  subsequent  quarter-year, 


o 


© 


o 


during  the  continuance  of  this  lease,  in  excess  of  twenty- 
five  hundred  tons. 

And  further,  the  party  of  the  second  part  shall  and 
will  accurately  weigh  all  ores  by  it  rained  and  concentrated 
under  this  lease,  and  shall  and  will  keep  an  accurate  ac¬ 
count  and  record  thereof,  which  account  and  record,  as  well 
as  all  and  every  the  mines  and  works  of  the  party  of  the 
second  part,  shall  at  all  times  be  open  to  the  inspection 
and  examination  of  the  party  of  the  first  part  and  its 
agents. 

It  is  further  understood  and  expressly  agreed  that 
all  the  buildings,  works,  machinery  and  fixtures  of  the 
party  of  the  second  part  upon  said  premises,  and  all  the 
ores  which  shall  be  mined,  raised  or  concentrated  by  vir¬ 
tue  hereof,  shall  at  all  times  stand  as  security  for  the 
payment  of  the  rents  and  royalties  herein  provided  for,  and 
shall  not  be  removed  or  carried  away  from  said  premises  un¬ 
til  all  moneys  due  or  accrued  to  the  party  of  the  first 
part  shall  have  been  first  fully  paid.  It  being  under¬ 
stood  and  agreed  that  the  party  of  the  second  part  is  to 
have  the  right  to  remove,  at  any  time  before  the  expiration 
of  said  term  of  twenty  years  or  the  sooner  termination  of 
this  lease,  or  within  thirty  days  thereafter,  any  and  all 
buildings,  works,  machinery  and  fixtures  which  may  be  plac¬ 
ed  by  the  party  of  the  second  part  upon  said  lands,  pro¬ 
vided  all  moneys  due:  or  accrued  from  the  party  of  the  sec¬ 
ond  part  to  the  party  of  the  first  part  up  to  the  time  of 
such  removal  shall  have  been  first  fully  paid,  and  not 
9 


otherwise. 

And  the  party  of  the  second  part  doth  further  cove¬ 
nant  and  agree  that  it  will,  in  all  respects,  carry  on  any 
and  all  mining  operations  which  shall  be  prosecuted  here¬ 
under  in  a  good,  substantial  and  workmanlike  manner,  and 
according  to  the  rules  observed  by  good  miners  in  other 
iron  mines  in  said  State  of  New  Jersey,  having  due  regard 
at  all  times  to  the  safety  and  durability  of  the  mines,  and 
to  their  future  permanency  and  value.  And  further,  the 
party  of  the  second  part,  in  opening  and  working  any  mine 
or  mines  upon  said  premises,  shall  and  will  cause  to  be 
left  standing  therein  pillars  of  ore  or  other  solid  ground 
suitable,  proper  and  sufficient,  both  as  to  size  and  as  to 
number  and  location,  for  the  safe  support  of  said  mines. 

And  further  that  the  party  of  the  second  part  shall  and 
will  at  all  times  during  the  continuance  of  this  lease, 
properly  and  securely  support  and  protect  all  shafts, 
drifts,  slopes,  pillars,  mines  and  workings  which  shall  be 
made  upon  said  premises  by  virtue  hereof,  with  good  and 
substantial  timbering  to  be  furnished  by  the  party  of  the 
second  part.  And  at  the  end  of  said  term  of  twenty  years, 
or  at  the  sooner  termination  of  this  lease,  the  party  of 
the  second  part  shall  and  will  leave  all  the  said  shafts, 
drifts,  slopes,  pillars,  mines  and  workings  in  as  good  con¬ 
dition,  and  as  well  supported  and  protected  by  pillars  and 
timbering,  and  in  as  good  and  safe  working  order  as  the 
same,  or  any  of  then,  shall  or  should  be  when  properly  sup¬ 
ported,  protected  and  secured  according  to  the  terms  of 


10 


this  lease; 

It  is  understood  and  expressly  agreed  that  the  party 
of  the  first  part,  and  its  agents,  shall  at  all  times  dur¬ 
ing  the  continuance  of  this  lease  have  access  to  said  prem¬ 
ises,  and  to  any  and  all  mines,  shafts,  slopes  and  workings 
which  may  at  any  time  be  opened  thereupon  by  the  party  of 
the  second  part,  and  shall  have  the  right  to  inspect  and 
examine  the  same  and  make  surveys,  maps  and  plans  thereof, 
and  that  the  party  of  the  second  part  shall  and  will  at  all 
times  observe  and  conform  to  the  reasonable  directions  of 
the  party  of  the  first  part,  and  its  agents,  in  regard  to 
said  mines,  and  in  regard  to  shafts,  slopes,  workings,  sup¬ 
ports,  pillars,  timbering,  stopes,  and  whatever  else  re¬ 
lates  or  appertains  to  the  proper  working  of  the  said 
mines,  and  to  the  safety,  durability  and  future  permanency 
and  value  thereof. 

And  if  at  any  time  during  the  continuance  of  this 
lease  any  difference  should  arise  between  the  parties  here¬ 
to  in  regard  to  any  matter  concerning  the  working,  opera¬ 
tion  or  securing  of  said  mines,  it  is  agreed  that  the  same 
shall  be  left  to  the  decision  of  three  competent  and  disin¬ 
terested  persons  as  arbitrators,  eaoh  of  the  parties  hereto 
to  choose  one,  and  the  two  thus  chosen  to  select  a  third; 
such  arbitrators  shall  be  chosen  as  aforesaid  within  ten 
days  after  written  notice  shall  have  been  given  by  either 
of  the  said  parties  hereto  to  the  other  party,  and  all  mat¬ 
ters  of  arbitration  shall  be  settled  and  determined  without 
any  unnecessary  delay;  and  the  decision  of  any  two  of  said 


11 


arbitrators  shall  regulate  any  such  difference  or  dispute, 
and  the  method  of  conducting  said  mining  operations  shall 
be  conformed  thereto. 

The  party  of  the  second  part  shall  not,  nor  will, 
assign  this  lease,  nor  any  of  the  rights  and  privileges 
hereby  granted,  nor  the  whole  or  any  part  of  the  term  here¬ 
by  demised,  nor  shall  the  party  of  the  second  part  underlet 
said  premises,  or  any  part  thereof,  to  any  person  or  per¬ 
sons  or  corporation  without  the  consent  in  writing  of  the 
party  of  the  first  part  for  that  purpose  first  had  and  ob¬ 
tained.  And  in  case  of  any  such  assignment  or  und.erlet- 
ting  without  consent  as  aforesaid,  this  lease  and  all  the 
rights  and  privileges  hereby  granted  shall,  at  the  option  of 
the  party  of  the  first  part,  instantly  cease  and  be  void; 
but  the  party  of  the  second  part  shall  nevertheless  be  and 
remain  liable  for  all  rents  and  royalties  theretofore  ac¬ 
crued  and  for  any  breach  of  any  of  the  covenants  hereof 
theretofore  committed. 

It  is  further  agreed  that  in  case  the  party  of  the 
second  part  shall  fail  to. pay  any  rent  or  royalty  on  any 
day  whereon  the  same  is  payable  as  herein  provided,  and 
shall  make  default  in  the  payment  thereof  for  thirty  days 
after  written  notice  and  demand  thereof,  or  in  case  the 
party  of  the  second  part  shall  commit  any  breach  of  any  of 
the  covenants  or  provisions  herein  contained  or  fail  to 
perform  any  of  the  same,  and  shall  remain  in  default  for 
thirty  days  after  written  notice  thereof,  then  and  in  any 
such  case,  at  the  option  of  the  party  of  the  first  part, 


I 


this  lease  and  the  term  hereby  demised,  and  all  the  rights 
and  privileges  hereby  granted,  shall  cease  and  determine, 
the  same  in  all  respects  as  if  the  said  term  of  twenty 
years  had  fully  expired;  but  the  party  of  the  second  part 
shall,  nevertheless,  be  and  remain  liable  for  all  rents 
and  royalties  theretofore  accrued,  and  for  any  and  every 
breach  of  any  of  the  covenants  hereof  theretofore  commit¬ 
ted. 

And  it  is  further  agreed  that  the  party  of  the  sec¬ 
ond  part  may  put  an  end  to  this  lease  at  any  time  by  giving 
to  the  party  of  the  first  part  three  months  previous  notice 
in  writing  of  its  intention  so  to  do.  And  at  the  time  for 
that  purpose  mentioned  in  such  notice,  this  lease,  and  all 
the  rights  and  privileges  hereby  granted,  shall  cease  and 
determine,  and  the  rights  of  the  parties  hereto  shall 
thereupon  be  the  same  in  all  respeots  as  if  the  said  term 
of  twenty  years  had  fully  expired;  but  the  party  of  the 
second  part  shall,  nevertheless,  remain  liable  for  all 
rents  and  royalties  theretofore  accrued,  and  for  any  and 
every  breach  of  any  of  the  covenants  hereof  theretofore 
committed. 

All  and  every  the  covenants  and  provisions  of  this 
indenture  shall  be  so  extended  as  to  respectively  benefit 
and  bind  the  successors  and  assigns  of  the  several  parties 
hereto. 

Any  and  all  notices,  demands  and  other  comnunica- 
tions  which  the  party  of  the  first  part  may  desire  to  give 
or  send  to  the  party  of  the  second  part,  may  be  served  upon 


13 


I 


such  person  as  may  for  the  time  be  in  charge  of  the  mining 
operations  upon  said  premises;  and  if  no  such  person  be  in 
attendance,  the  same  may  be  left  with  any  person  at  work 
upon  said  premises,  or  posted  in  a  conspicuous  place  there¬ 
on.  And  any  and  all  notices,  demands  and  other  communica¬ 
tions  which  the  party  of  the  second  part  may  desire  to  give 
or  send  to  the  party  of  the  first  part,  may  be  served  on 
the  person  in  charge  at  the  financial  office  of  the  party 
of  the  first  part  in  the  City  of  Philadelphia. 

The  word  "ore”  wherever  it  ooours  in  this  indenture 
shall  be  taken  to  mean  "iron  ore"  -  and  the  word  "ton"  to 
mean  a  long  ton  of  two  thousand  two  hundred  and  forty 
pounds . 

And  this  indenture  further  witnesseth  that  the  party 
of  the  first  part  doth  hereby  give  and  grant  unto  the  party 
of  the  second  part  the  right  and  privilege,  at  any  time 
during  the  period  aforesaid,  to  take  and  concentrate  all 
the  waste  rook  which  now  lies  upon  the  surface  of  the 
ground  on  said  demised  premises,  excepting  however  all 
waste  rock  contained  in  any  of  the  docks  or  railroad-beds 
upon  said  land.  And  the  party  of  the  second  part  agrees 
to  pay  to  the  party  of  the  first  part  a  royalty  of  ten 
cents  per  ton  for  each  ton  of  concentrated  ore  which  shall 
be  produced  from  said  waste.  Such  payments  to  be  separate 
and  distinct  from,  and  over  and  above,  the  payments  to  be 
made  for  and  on  aooount  of  ores  mined  by  the  party  of  the 
second  part  as  hereinbefore  provided;  and  the  party  of  the 
second  part  shall  not  be  entitled  to  any  credit  upon  any  of 


14 


I 


(Seal 


the  quarterly  or  other  payments  aforesaid  for  or  by  reason 
of  any  moneys  paid  as  royalties  upon  said  waste  rock. 

IN  WITNESS  WHEREOF  the  said  parties  of  the  first 
and  second  parts  have  caused  their  several  corporate  seals 
to  be  hereunto  affixed,  and  attested  by  their  respective 
Presidents  the  day  and  year  first  above  written. 

Signed,  sealed  and  delivered)  George  Richards, Prest. 

in  the  presence  of  )  of  the  Ogden  Iron  Co. 
Attest : 

H.  H.  Wilson, 

Secy.  (Seal) 

The  New  Jersey  and  Pennsylvania  Concentrating 
Works, 

By  Thomas  A.  Edison, 

President . 

Attest: 

J.  Hutchinson, 

Secy. 


STATE  OP  PENNSYLVANIA,  ) 
County  of  Philadelphia,  ) 


BE  IT  REMEMBERED  that  on  this  Thirtieth  day  of 
October,  A.D.  eighteen  hundred  and  eighty-nine,  before  me 
the  subscriber,  a  Commissioner  of  Deeds  &c .  for  the  State 
of  New  Jersey,  here  resident  and  duly  qualified,  personally 
appeared  H.  H.  Wilson,  who,  being  by  me  duly  affirmed  ac¬ 
cording  to  law,  on  his  affirmation,  deposeth  and  maketh 
proof  to  my  satisfaction  that  he  is  the  Secretary  of  The 
Ogden  Iron  Company,  the  party  of  the  first  part  in  the  fore¬ 
going  indenture  named;  that  he  knows  the  corporate  seal 
of  said  Company,  and  is  well  acquainted  with  George  Rich¬ 
ards,  who  is  the  President  of  said  Company.  That  the  seal 
affixed  to  the  foregoing  indenture,  and  purporting  to  be 
the  corporate  seal  thereof,  and  the  name  of  the  said  George 
Richards  thereunto  subscribed  is  in  the  handwriting  of  the 
said  President.  That  deponent  was  present  and  saw  the 
said  George  Richards  svtoscribe  his  name  to  the  said  inden¬ 
ture  and  affix  the  said  corporate  seal  thereto,  and  heard 
him  acknowledge  and  declare,  at  the  doing  thereof,  that  he 
signed,  sealed  and  delivered  the  said  indenture  as  the  vol¬ 
untary  act  and  deed  of  the  said  The  Ogden  Iron  Company  for 
the  uses  and  purposes  therein  expressed,  by  virtue  of 
authority  to  him  thereunto  given  by  said  Company.  And 
thereupon,  deponent  subscribed  his  own  name  to  the  said  in¬ 


denture  as  an  attesting  witness. 
Affirmed  and  subscribed  this  Thirtieth) 
day  of  October, A.D.  1889,  before  me.  ) 
Samuel  L.  Taylor, 

Commissioner  for  New  Jersey. 


H.  H.  Wilson. 


16 


© 


State  of  New  York ,  ) 

:  ss. 

City  and  County  of  New  York.  ) 

Be  it  remembered  that  on  this  13th  day  of  November, 

A.  D.,  eighteen  hundred  and  eighty-nine,  before  me,  THOMAS 

B.  CLIFFORD,  one  of  the  Commissioners  of  Deeds  of  the  State 
of  New  Jersey  and  in  the  State  of  New  York,  personally  ap¬ 
peared  Joseph  Hutchinson,  who,  being  by  me  duly  swom  ac¬ 
cording  to  law  on  his  oath,  deposeth  and  maketh  proof  to  my 
satisfaction  that  he,  at  the  time  this  contract  was  execut¬ 
ed,  was  the  Secretary  of  the  New  Jersey  and  Pennsylvania 
Concentrating  Works,  the  party  of  the  second  part  in  the 
foregoing  indenture  named;  that  he  knows  the  corporate 
seal  of  said  Compaiy,  and  is  well  acquainted  with  Thomas  A. 
Edison,  who  is  the  President  of  said  Company.  That  the 
seal  affixed  to  the  foregoing  indenture,  ard  purporting  to 
be  the  corporate  seal  of  said  New  Jersey  and  Pennsylvania 
Concentrating  Works,  is  in  fact  the  corporate  seal  thereof, 
and  the  name  of  the  said  Thomas  A.  Edison  thereunto  sub¬ 
scribed  is  in  the  hand-writing  of  the  said  President.  That 
the  deponent  was  present  and  saw  the  said  Thomas  A.  Edison 
subscribe  his  name  to  the  said  indenture  and  affix  the  said 
corporate  seal  thereto,  and  heard  him  acknowledge  and  de¬ 
clare,  at  the  doing  thereof,  that  he  signed,  sealed  and  de¬ 
livered  the  said  indenture  as  the  voluntary  act  and  deed  of 
the  said  The  New  Jersey  and  Pennsylvania  Concentrating 
Works  for  the  uses  and  purposes  therein  expressed,  by  vir- 


17 


r 


tue  of  authority  to  him  thereunto  given  by  said  Company. 

And  thereupon  deponent  subscribed  his  own  name  to  the  said 

indenture  as  an  attesting  witness. 

Sworn  and  subscribed  this  13th  ) 

) 

day  of  November,  A.D.,  1889,  ) 

) 

before  me,  ) 

Joseph  Hutchinson. 

THOS.  B.  CLIFFORD, 

A  Commissioner  of  Deeds  for 
the  State  of  New  Jersey, 
in  New  York. 

(Seal.) 


2 


©  © 


THIS  INDENTURE,  made  the  twenty-second 
day  of  October,  A.D.,  Eighteen  hundred  and  eighty-nine,  Be¬ 
tween  THE  SUSSEX  COUNTY  IRON  COMPANY,  a  Corporation  of  the 
State  of  New  Jersey,  of  the  first  part,  and  THE  NEW  JERSEY 
AND  PENNSYLVANIA.  CONCENTRATING  WORKS,  a  Corporation  of  the 
State  of  New  Jersey,  of  the  second  part, 

WITNESSETH:- 

That  the  said  party  of  the  first  part,  in  consid¬ 
eration  of  the  payments  and  covenants  hereinafter  mentioned 
and  contained,  doth  hereby  give,  grant,  demise  and  lease  un¬ 
to  the  said  party  of  the  second  part,  its  successors  and  as- 
j  signs,  the  full,  free  and  exclusive  right,  privilege  and  lib- 
[  erty  of  entering  in,  sinking  pits,  and  shafts  in,  and  explor¬ 
ing  for.  Iron  Ore  and  Minerals,  in  and  upon  any  part  and  of 
digging,  mining,  taking  and  carrying  away  any  and  all  Ores 
or  Minerals,  now  being  in  and  upon  or  under  ALL  that  cer¬ 
tain  tract  or  parcel  of  land  and.  premises,  situate,  lying  and 
being  in  the  Township  of  Sparta,  in  the  County  of  Sussex,  and 
State  of  New  Jersey,  bounded  and  described  as  follows :known 
as  the  "Smock  Tail  Mine  Lot",  situate  about  fifteen  chains 
northward  fran  the  beginning  of  ten  acres  called  "The  Ogden 
Mine  Lot".  Beginning  at  a  large  square  rock  five  feet  high 
lying  in  a  sort  of  gully  about  one  chain  south  from  a  round 
low  place,  (1)  S.  34°  W.  20.00  (2)  N.  56°  W.  5.00  (3)  N.340 
E.  20.00  (4)  S.  56°  E.  5.00  and  containing  ten  acres  of  land, 
and  adjoins  lands  of  The  Ogden  Mining  Company  and  others, 
subject  to  laps  on  said  described  lot  by  other  surveys,  if 


i 


2 


any  such  laps,  lawfully  exist,  for  the  term  of  twenty  years 
from  this  twenty-second  day  of  October,  eighteen  hundred  and 
eighty-nine. 

ALSO,  the  right,  liberty  abd  privilege  of  erecting 
and  maintaining  upon  said  premises,  during  the  term  aforesaid 
and  of  removing  therefran  at  the  end  of  said  term,  or  the 
sooner  termination  of  this  lease,  all  such  buildings,  erec¬ 
tions,  fixtures,  maohinery  and  dwelling  houses,  as  shall  be 
requisite,  necessary  and  convenient  for  the  proper  carrying 
on  of  the  exploring  and  mining  operations,  hereinbefore  men¬ 
tioned,  erected  thereon  by  said  party  of  the  second  part  for 
the  purposes  of  this  lease,  and  also  the  right,  liberty  and 
privilege  of  using  the  buildings  now  on  said  premises,  as 
against  said  party  of  the  first  part. 

Also  the  right,  liberty  and  privilege  to  construct, 
build  and  maintain  all  such  ways,  wagon  roads  and  railroads 
over  and  across  said  premises  as  shall  be  requisite,  neces¬ 
sary  and  convenient  for  access  to  and  from  any  works,  build¬ 
ings,  mines,  pits  or  shafts  to  be  erected  or  mined  by  vir¬ 
tue  hereof. 

And  the  said  party  of  the  second  part  doth  covenant 
and  agree  to  and  with  the  said  party  of  the  first  part,  that 
it  will  commence  exploring  for  Iron  Ores  and  Minerals  on  the 
said  premises  within  one  year  from  the  date  hereof. 

And  it  is  hereby  understood  and  agreed  by  and  be¬ 
tween  the  parties  to  these  presents,  their  successors  and 
assigns,  that  the  said  party  of  the  second  part,  its  succes¬ 
sors  or  assigns,  shall  have  one  year  from  the  date  hereof  to 


J  explore  said  land  and  premises,  for  Iron  Ore  or  Minerals. 

And  the  said  party  of  the  second  part  doth  for  it¬ 
self,  its  successors  and  assigns,  covenant  and  agree  to  and 
j  with  the  said  party  of  the  first  part,  its  successors  and 
I  assigns  that  it  will  pay  the  sun  of  twenty  (20)  cents  per  ton, 
of  twenty  two  hundred  and  forty  pounds  for  each  and  every  ton 
of  concentrated  iron  ores  or  minerals  mined,  dug, raised  and 
carried  away  from  said  premises  during  the  term  aforesaid,  and 
the  sum  of  ten  (10)  cents  per  ton,  of  the  weight  aforesaid 
for  each  and  every  ton  of  iron  ore,  concentrated  from  the 
rook  heap  now  at  the  mine  bank  on  said  premises,  heretofore 
taken,  therefrom,  payments  for  the  same  to  be  made  by  quarter- 
yearly  payments  at  the  office  of  said  party  of  the  second 
part  at  Ogden,  Sussex  County,  New  Jersey. 

And  the  said  party  of  the  second  part,  further  cov¬ 
enants  and  agrees  to  pay  the  said  party  of  the  first  part, 
its  successors  or  assigns  from  and  after  the  first  year  above 
mentioned  and  for  and  during  the  remainder  of  the  term  this 
lease  shall  continue  in  force  for  at  least  one  thousand  tons 
of  concentrated  iron  ore  or  minerals  at  the  rate  of  twenty 
cents,  aforesaid,  per  ton  in  quarterly  payments  of  fifty  dol¬ 
lars  each  quarter  in  each  and  every  year  whether  the  same  be 
actually  mined,  raised,  concentrated  and  carried  away  or  not, 
said  payments  to  be  made  on  the  15th  day  of  October,  January, 
April  and  July  of  each  year.  But  it  is  hereby  understood  and 
agreed  by  and  between  the  parties  to  these  presents,  that  if, 
in  any  one  year  after  the  end  of  the  said  first  year  afore  - 
mentioned,  less  than  one  thousand  tons  of  concentrated  iron 


ore  or  minerals,  are  mined,  raised,  removed  and  carried  away 
from  said  premises,  that  then  the  said  party  of  the  second 
part,  its  successors  or  assigns  are  to  have  credit  for  such 
deficiency,  on  the  next  or  any  subsequent  year  wherein  it  or 
they  shall  mine,  raise  and  carry  away  more  than  one  thousand 
tons  of  concentrated  iron  ore  or  minerals,  so  that  the  said 
party  of  the  second  part,  its  successors  or  assigns,  shall 
not  in  the  aggregate  pay  for,  during  the  said  term  of  twenty 
years,  for  more  than  twenty  thousand  tons  of  said  concentrated 
iron  ore  at  twenty  cents  per  tan  as  aforesaid,  unless  more 
than  that  quantity  shall  have  been  mined  as  aforesaid. 

And  the  said  party  of  the  second  part,  its  succes¬ 
sors  or  assigns  further  covenant  and  agree  that  it  will 
cause  all  the  iron  ores  or  minerals  raised,  mined  and  car¬ 
ried  away  from  said  premises  and  concentrated  to  be  careful¬ 
ly  weighed  at  the  concentrating  works  at  Ogden,  and  will 
keep  or  will  cause  to  be  kept,  in  a  book  to  be  used  for  that 
purpose  exclusively,  a  true  and  faithful  account  of  the 
weight  of  all  ores  or  minerals  mined,  raised,  and  removed 
from  said  premises  and  concentrated  during  the  continuance 
of  said  term,  and  will  render  to  the  said  party  of  the  first 
part,  its  successors  or  assigns,  quarterly  accounts  of  the 
quantity  of  ore  mined,  raised,  concentrated  and  carried  away 
as  weighed  in  each  month  of  said  term,  and  the  books,  papers, 
memorandums  and  accounts,  as  kept  by  said  party  of  the  second 
part,  its  successors  or  assigns,  of  the  iron  ore  or  minerals, 
concentrated  and  weighed  as  aforesaid,  shall  be  at  all  times 
open  to  the  inspection  and  examination  of  the  said 


party  of 


the  first  part,  its  successors  or  assigns. 

And  said  party  of  the  second  part  further  covenants 
and  agrees  to  pay  or  cause  to  be  paid  to  the  Collector  of 
taxes  for  said  township  of  Sparta  as  the  same  became  due  from 
time  to  time  all  the-  taxes,  which  shall' or  may  be  assessed 
against  the  tract  of  land,  mines  and  premises  during  the  con¬ 
tinuance  of  this  Indenture,  from  and  after  the  first  year  of 
tliis  term. 

And  it  is  further  understood  and  agreed  by  and  be¬ 
tween  the  parties  to  these  presents,  that  the  said  party  of 
the  second  part,  its  successors  or  assigns,  shall  and  may 
at  any  time  before  the  end  of  said  term  of  twenty  years,  put 
an  end  to  this  lease  and  agreement  by  giving  three  months  no¬ 
tice  in  writing  of  its  intention  so  to  do,  and  in  that  case 
it  shall  have  all  the  rights  of  removal  of  buildings,  fix¬ 
tures  and  machinery  hereinbefore  provided  for,  provided,  all 
rents,  royalties,  claims  and  demands  due  or  growing  due  up  to 
such  time  of  ending  shall  have  been  paid. 

And  it  is  further  agreed  and  understood  that  said 
party  of  the  second  part,  its  successors  or  assigns  shall  work 
and  operate  such  mines  in  a  good  and  workmanlike  manner  and 
according  to  the  most  approved  plan  of  mining  and  will  keep 
the  same  properly  timberod  with  sufficient  head  ores  and 
pillars  for  the  safety  and  durability  of  said  mine  and  veins 
and  the  same  shall  be  open  at  all  times  to  the  inspection 
and  examination  of  said  party  of  the  first  part,  its  succes¬ 
sors  or  assigns  for  suggestions  and  directions. 


1 


6 


And  it  is  further  agreed  and  understood  by  and  be¬ 
tween  the  said  parties  hereto  that  the  said  party  of  the 
second  part,  its  successors  or  assigns  shall  and  will  have 
all  the  iron  ore  which  it  shall  mine  from  the  premises  under 
this  lease  concentrated  at  Ogden  aforesaid,  and  will  also 
during  its  mining  operations  under  this  lease  in  following 
the  vein  or  veins  of  iron  ore,,  mine,  take  out  and  remove  for 
concentration  all  the  iron  ore  which  will  analyze  twenty 
per  cent  of  metallic  iron,  lying  between  the  walls  of  such 
vein  or  veins. 

IN  WITNESS  W  H  E  R  E  0  F,  the  said 
The  Sussex  County  Iron  Company  has  caused  this  Indenture  to 
be  signed  ,  executed  and  delivered  by  John  P.  Brown,  its  Pres 
ident,  who  has  hereunto  set  his  hand  and  seal  as  such  Presi¬ 
dent,  by  virtue  of  a  resolution  of  the  Board  of  Directors  of 
said  Company  passed  August  20th,  A.D.,  1889,  and  the  said  The 
New  Jersey  &  Pennsylvania  Concentrating  Works  has  hereunto 
set  its  corporate  seal  and  caused  the  same  to  be  signed  by 
Thomas  A.  Edison,  the  day  and  year  first  above  written. 

Signed,  sealed  and  delivered  )  The  Sussex  County  Iron  Co. 

:  By  John  P.  Brown, Pres, 
in  presence  of  ) 

Attest:  I. P. Pardee,  Sec'y* 

Thomas  Butler,  New  Jersey  &  Pennsylvania  Concen- 

Sec'y.  trating  Works, 

By 

Thomas  A.  Edison, 

(Seal)  Pres't. 

Witness 

Thomas  Butler. 


County  of  Passaic. 


BE  IT  REMEMBERED  that  on  this  22nd  day  of 
October,  A.D.,  1889,  before  me  a  Master  in  Chancery  of  New 
Jersey,  personally  appeared  Israel  P.  Pardee,  who,  being  by 
me  duly  sworn  according  to  law,  on  his  oath,  deposeth  and 
maketh  proof  to  my  satisfaction  that  he  is  the  Secretary  of 
The  Sussex  County  Iron  Company,  the  party  of  the  first  part 
in  the  foregoing  Indenture  named;  that  he  knows  the  corporate 
seal  of  said  Company  and  is  well  acquainted  with  John  P. 

Brown,  who  is  the  President  of  said  Company;  that  the  seal 
affixed  to  -the  foregoing  Indenture  and  purporting  to  be  the 
corporate  seal  of  said  Sussex  County  Iron  Company  is  in  fact 
the  corporate  seal  thereof  and  the  name  of  the  said  John  P. 
Brown  thereunto  subscribed  is  in  the  handwriting  of  the  Baid 
President.  That  deponent  was  present  and  saw  the  said  John 
P.  Brown  subscribe  his  name  to  the  said  Indenture  and  affix 
the  said  corporate  seal  -(hereto,  and  heard  him  acknowledge 
and  declare,  at  ihe  doing  thereof  that  he  signed  ,  sealed 
and  delivered  the  said  Indenture  as  the  voluntary  act  and  dee(. 
of  the  said  Sussex  County  Iron  Company  for  the  uses  and  pur¬ 
poses  therein  expressed,  by  virtue  of  authority  to  him  there¬ 
unto  given  by  said  Company,  and  thereupon  deponent  subscribed 
his  own  name  to  the  said  indenture  as  an  attesting  witness. 

Sworn  and  subscribed  this  ) 

22nd  day  of  October,  A.D.,  ) 

1889, before  me  ) 

Albert  Aurecot, 

Master  in  Chancery, 

of  New  Jersey. 


© 


0 


8 

STATE  OP  HEW  JERSEY,  ) 

•  County  of  Essex.  ) 

Be  it  remenibered  that  on  this  4th  day  of 
November,  A.D.,  1889,  before  me  Thomas  Butler,  personally 
appeared  who  being  by  me  duly 

sworn  according  to  law  on  his  oath  deposeth  and  make th  proof 
to  my  satisfaction  that  he  is  the  Secretary  of  The  New  Jersey 
and  Pennsylvania  Concentrating  Works ,  the  party  of  the  sec¬ 
ond  part  in  the  foregoing  Indenture  named;  that  he  knows 
the  corporate  seal  of  said  Company,  and  is  we 11  acquainted 
with  Thomas  A.  Edison,  v/ho  is  the  President  of  said  Company, 
That  the  seal  affixed  to  the  foregoing  Indenture  and  purport¬ 
ing  to  be  the  corporate  seal  of  said  New  Jersejr  and  Pennsyl¬ 
vania  Concentrating  Works,  is  in  fact  the  corporate  seal 
thereof,  and-  the  name  of  the  said  Thomas  A.  Edison  thereunto 
subscribed  is  in  the  handwriting  of  the  said  President.  That 
deponent  was  present  and  saw  the  said  Thomas  A.  Edison  sub¬ 
scribe  his  name  to  the  said  Indenture  and  affix  the  said  cor¬ 
porate  seal  thereto,  and  heard  him  acknowledge  and  declare 
the  doing  thereof,  that  he  signed,  sealed  and  delivered  the 
said  Indenture  as  the  voluntary  act  and  deed  of  the  said  New 
Jersey  and  Pennsylvania  Concentrating  Works,  fbr  the  uses 
and  purposes  therein  expressed,  by  virtue  of  authority  to  him 
thereunto  given  by  said  Company.  And  thereupon  deponent  sub¬ 
scribed  his  own  name  to  the  said  Indenture  as  an  attesting 


witness . 

Sworn  and  Subscribed  this  4th  ) 

day  of  Hoveiriber,  A.D. ,  I860,  before  )  Thomas  Butler. 

me.  ) 

John  F.  Randolph, 

Notary  Pub! ic . 


( Seal ) 


[A  VARIANT  VERSION  OF  THIS  BRIEF,  DATED  MAY  10,  1889,  WAS  NOT  FILMED. 


C.  8.  Burgoyne's  Printing  Builnas,  146-150  Centre  St,,  N,  Y, 


Circuit  Court  of  the  United  States 

SOUTHERN  DISTRICT  OF  NEW  YORK. 


Thomas  A.  Edison,  \ 

Complainant,  I 

AGAINST  (  „  „  . 

>  In  Equity. 

Ezra  T.  Gilliland  and  John  0.  Tom-  ( ' 
linson,  | 

Defendants.  / 


To  THE  HoNOHABLE  THE  JUDGES  OF  TIIE  CHICUIT  COUBT 

op  the  United  States,  within  and  poit  the  3 

SOUTIIEItN  DlSTItlOT  OP  NEW  XoilK,  SITTING  IN 

Equity  : 

Thomas  A.  Edison,  of  Orange,  Now  Jersey,  and  a  oiti- 
zon  of  the  State  of  Now  Jersey,  brings  this,  liis  amended 
bill  of  complaint,  against  Ezra  T.  Gilliland  and  John 
C.  Tomlinson,  of  Now  York  City,  and  citizens  of  tbo 
State  of  New  York,  and  thereupon  your  orator  com¬ 
plains  and  snys : 

1.  That  this  is  a  suit  of  a  civil  nature  in  equity  4 
where  tho  matter  in  dispute  exceeds,  exclusive  of  inter¬ 
est  and  costs,  the  sum  and  value  of  two  thousand 
dollars,  in  which  there  is  a  controversy  between  a 
citizen  and  resident  of  the  State  of  Now  Jersey,  on 
the  one  part,  and  citizens  and  residents  of  tho  State 

of  Now  York,  011  the  other  part. 

2.  That  your  orator  is  a  citizen  of  the  State  of  New 
Jersey,  and  resides  in  the  Town  of  Orange,  County  of 
Essex,  in  said  State. 


a 

5  8.  That  tho  defendants,  ns  your  orator  is  informed 
and  believes,  nro  citizens  of  tho  State  of  Now  York,  and 
reside  in  tho  City,  County  and  Stato  of  Now  York. 

4.  That  for  many  years  last  past  your  orator  lias 
been  an  inventor  in  electrical  and  other  fields  of 
soioiitifio  resoaroh,  and  has  maintained,  at  various 
places,  at  different  times,  laboratories  or  workshops 
whore  it  has  boon  his  anatom  to  carry  on  his  experi¬ 
ments  und  to  make  and  perfect  his  inventions,  and  that, 

6  in  tho  prosooution  of  his  said  work  of  invention,  he  has 
gathered  about  him  assistants  and  employees,  many  of 
whom  have  bocomo  attached  to  him  by  ties  of  friend¬ 
ship  ns  well  us  interest,  and  have  given  to  him  their 
faithful  devotion,  and  have  received  his  confidence  and 
favor  in  roturn ;  that  during  the  past  fifteen  years  your 
orator  1ms,  in  tho  mannor  described,  made  and  per¬ 
fected  mnny  inventions  which  linvo  boeu  put  upon  the 
market  by  tho  means  of  incorporated  companies  and 
otherwise,  and  it  lias  been  the  practice  of  your  orator 

7  at  snob  times  to  bonofit,  compensate  and  reward  such 
persons  as  had  assisted  him,  both  in  the  making  of  tho 
inventions  and  the  exploitation  of  tho  busiuoss,  by  tho 
allotment  and  delivery  to  them  of  stock,  in  lieu  of 
salary  or  other  compensation. 

6.  That  tho  defendant  Gilliland  was,  during  the  throe 
years  prior  to  tho  month  of  July,  1888,  a  confidential 
agent  and  friend  of  your  orator ;  that  prior  to  that 
period  he  was  in  tho  employ  of  tho  Amoricau  Bell  Tol- 

8  opliono  Company  in  the  City  of  Boston,  State  of  Massa¬ 
chusetts,  and  wns  receiving  a  salary  of  five  thousand  dol¬ 
lars  a  year ;  and  your  orator  urged  him  to  come  into  his 
employ,  and  by  way  of  inducement,  guaranteed  to  the 
said  Gilliland,  that  in  his,  your  orator’s,  employ,  ho 
would  receive  a  larger  incomo  annually  than  his  salary 
then  amounted  to,  for  a  period  of  fivo  years;  that  the 
said  Gilliland  thereupon  accepted  tho  offer  of  your 
orator  and  went  into  his  employ,  and  has  since  tho 
date  thereof  down  to  the  month  and  year  aforesaid  re¬ 
ceived,  through  tho  instrumentality  of  your  orator,  n 


3 

larger  inoomo,  annually,  than  the  salary  which  ho  wns  9 
reoeiving  at  the  time  that  he  entered,  as  aforesaid,  into 
your  orator’s  employ. 

0.  That  your  orator  made  the  acquaintance  of  tho 
defondnnt  Tomlinson  about  five  years  ngo ;  that  the 
latter  was  tlion  au  attorney  and  counsellor  at  law  prac¬ 
ticing  his  profession  in  the  City  of  New  York,  but  hav¬ 
ing  an  inconsiderable  business  and  earning  a  very  small 
income  in  his  profession  ;  that  the  defondnnt  Tomlinson 
and  your  orator  at  once  became  very  eloso  personal  10 
friends,  and  your  orator  eonooived  tho  desire  and  pur¬ 
pose  to  confor  all  possible  bonolits  upon  said  Tomlinson 
so  ns  to  advance  his  position  in  his  profession  and  in¬ 
crease  his  incomo  ;  that  your  orator  used  his  influence, 
tlierofore,  in  procuring  for  said  Tomlinson  retainers 
from  tho  various  companies  in  which  your  orator  was 
then  director  or  stockholder,  and  your  orator’s  off'orts 
in  that  direction  wore  successful  to  such  an  extent,  that 
in  tho  month  of  Juno,  1888,  tho  said  Tomlinson  was  re¬ 
ceiving  an  annual  rotainer  from  onoh  one  of  most,  if  not  11 
all,  of  such  oompanies,  the  total  of  such  retainers 
amounting  annually  to  a  very  largo  sum  or  income  ; 
that  in  addition  to  tho  retainers  thus  secured  to  said 
Tomlinson,  your  orator  appointed  the  said  Tomlinson 
liis  personal  and  confidential  counsel  and  advisor,  and 
placed  him  upon  the  list  of  personal  assistants  and 
friends  whom  your  orator  was  in  tho  habit  of  rewarding 
for  services  in  the  manner  described  above  in  the  fourth 
paragraph  of  this  bill  of  complaint. 

•  12 

7.  That  during  tho  past  three  years,  and  more,  your 
orator  has  boon  experimenting  with  certain  apparatus 
known  ns  tho  phonograph,  and  has  during  that  period 
applied  for  and  obtained  letters  patent  for  the  same  in 
the  United  States  of  America,  Canada  and  other  coun¬ 
tries  ;  thnt  on  or  about  tho  8th  day  of  Ootobor,  1887, 
he  causod  to  be  organized  under  tho  laws  of  the  Stato  of 
New  Jersey  a  corporation  called  The  Edison  Phono¬ 
graph  Company,  with  a  capital  stock  of  one  million  two 
hundred  thousand  dollars  (SI, 200, 000)  divided  into 


13  twolvo  thousand  (12,000)  shares  of  ono  hundred  dollars 
.($100)  onoh,  and  on  the  28th  day  of  Oetobor,  1887, 
caused  to  bo  transferred  to  the  said  oompauy  certain  of 
his  patents  and  inventions  relating  to  phonographs, 
and  rocoivod  in  payment  thorofor  the  said  twelve  thou¬ 
sand  (12,000)  sharos  of  its  capital  stock,  fully  paid  for, 
a  portion  whoreof,  to  wit  :  lifteon  hundred  and  fifty 
(1560)  sharos,  your  orator  thereafter  caused  certifi¬ 
cates  of  stock  to  bo  made  out  to  the  following  porsons 
and  in  the  following  quautitos  : 

14 

Alfred  O.  Tate,  Orange,  N.  J.,  50  shares. 

Samuel  Insull,  44  Wall  St.,  N.  Y.,  City,  100  shares. 

John  C.  Tomlinson,  Droxol  Building,  N.  Y.  City,  160 

Ezra  T.  Gilliland,  Electric  Club,  N.  Y.  City,  300 
sharos. 

Josinh  C.  lloill’,  62  Exchange  Place,  N.  Y.  City,  50 
shares. 

Edward  H.  Johnson,  16  Broad  St.,  N.  Y.  City,  250 

15  sharos. 

Frank  IV.  Toppan,  Elootrio  Club,  N.  Y.  City,  50 
sharos. 

Richard  N.  Dyer,  40  Wall  St.,  N.  Y.  City,  50  sharos. 

Alfred  K.  Keller,  15  Prospeot  St.,  Oraugo,  N.  J.,  60 
shares. 

John  Ott,  Orange,  N.  J.,  50  shares. 

Charles  Batchelor,  Orango,  N.  J.,  460  sharos. 

That  tho  said  certificates  wero  intended  by  your  orator 

16  to  represent  tho  proportionate  interests  in  the  phono¬ 
graph  enterprise,  which  it  was  the  purpose  of  your 
orator  to  give  to  tho  persons  above  named,  all  of  whom 
wero  friends  or  assistants  of  your  orator  whom  lie  wished 
to  compensate  for  their  sorvico  or  frendliness  in  tho 
manuor  sot  forth  in  the  fourth  paragraph  of  this  bill  of 
complaint ;  that  the  balance  of  said  sharos,  to  wit : 
ton  thousand  four  hundred  and  fifty  (10,450)  shares 
were  evidenced  by  certificates  in  the  name  of  your  orator 
and  all  of  said  certificates  of  stock,  as  well  those  is¬ 
sued  to  tho  persons  heroin  named  as  those  in  tho  name 


of  your  orator,  wero  retained  by  your  orator  in  his  pos-  17 
session  until  after  the  transactions  hereinafter  alleged. 

8.  That  on  or  about  tho  28th  day  of  October,  1887, 
a  contrast  hereinafter  called  tho  “  Gilliland  Agenoy 
Contraot,”  was  entered  into  between  tho  said  Edison 
Phonograph  Oompauy  and  the  defondant  Gilliland, 
whoroby  the  said  Gilliland  was  made  the  agont  of  the 
said  Company  for  tho  salo  of  phonographs  throughout 
tho  United  Statos  of  America  and  Canada  ;  that  a  copy 
of  such  contraot  is  annoxed  hereto  marked  “  A,"  and  is  18 
mudo  a  part  of  this  bill  of  complaint ;  that  tho  said  con¬ 
traot  wus  prepared  by  tho  defendant  Tomlinson,  who  at 
all  timos  know  tho  nature  thereof,  and  who  fully  knew 
tho  relations  betweon  defendant  Gilliland  and  your 
orator  and  tho  nature  of  said  Gilliland’s  tenure  of  said 
contraot  and  interest  in  tho  same  ns  heroin  alleged  ; 
that  tho  said  contraot  was  made  by  the  directors  of  tho 
said  Edison  Phonograph  Company  at  tho  request  of  your 
said  orator,  who  was  tho  holder  of  almost  the  ontiro 
capital  stock  of  tho  said  company  ;  that  no  considera-  19 
tion  was  paid  by  tho  said  Gilliland  for  the  same  ;  that 
no  sales  of  phonographs  wore  over  made  by  said  Gilli¬ 
land  under  tho  said  contraot,  and  that  tho  said  Gilliland, 
in  consideration  of  receiving  said  ooutraot  from  said 
company,  agreed  to  always  hold  the  said  contract 
subject  to  tho  pleasure  of  his  principal,  your  orator; 
that  the  relations  betwooon  your  orator  and  the  de¬ 
fendant  Gillilaud  wore  of  such  a  confidential  char¬ 
acter  as  impressed  upon  each  and  evory  transac¬ 
tion  betweon  them  tho  understanding  and  obligation  20 
that  tho  defendant  Gilliland  should  hold  all  rights 
acquired  by  him  subject  to  tho  absoluto  control 
of  your  orator,  and  it  was  stated  and  agreed  between 
your  orator  and  tho  said  Gilliluud  that  tho  latter  slionld 
always  muko  and  hold  his  contracts  of  like  nature  sub¬ 
ject  to  tho  control  of  your  orator ;  that  tho  said  Gilli¬ 
land  agency  contract  while  affording  to  the  said  Gilli¬ 
land  by  tho  use  of  considerable  capital  to  be  supplied 
by  him  and  by  care,  industry  and  skill  to  be  eiercised 
by  him,  an  opportunity  to  make  a  fair  profit  and  com- 


21  pousntion  lor  liis  sorvioos,  did  not  in  any  way  impair 
or  injuriously  affect  tho  value  of  tho  capital  stook  of 
the  company  or  in  any  way  transfer  any  part  of  the 
value  of  said  stock  from  tho  holdors  thoroof  to  said  Gil¬ 
liland,  and  that  tho  said  Gilliland  ngonoy  coutraot  was 
at  no  tiino  nftor  tho  samo  wns  made  worth  ns  much  ns 
$76,000,  ns  tho  said  Gilliland,  Tomlinson  nnd  tho  nom¬ 
inal  purohnsor  thoroof,  hereinafter  mentioned,  Jesse  H, 
Lippincott,  nt  nil  times  well  know. 

22  0.  That  prior  to  tho  month  of  May,  1888,  your  orator 
sold  and  transferred  unto  ouo  Mnry  Homonwny,  ono 
hundred  and  fifty  (160)  shares  of  tho  stock  hold  by  him 
for  tho  sum  of  twenty-two  thousand  two  hundred  dol¬ 
lars  ($22,200). 

10.  That  in  or  about  month  of  May,  1888,  tho  do- 
fondnuts,  Gilliland  and  Tomlinson  jointly  agreed  with 
your  orator  and  undertook,  as  tho  ngonts  and  counsel 
of  your  orator,  to  nogotiato  and  carry  through  the  salo 

28  of  your  orator’s  stook  in  tho  Edison  Phouograph  Com¬ 
pany  ;  that  tho  possibility  of  suoli  salo  wns  suggested 
to  your  orator  by  his  said  agents ;  that  your  orator  wns 
rcluctnut  to  sell  his  stook  in  tho  said  company,  but 
that  ho  was  persuaded  by  his  said  agents  that  an  ad¬ 
vantageous  sale  could  bo  made  by  thorn ;  that  your 
orator,  therefore,  authorized  his  said  ngonts  to  enter  upon 
negotiations  for  tho  snlo  of  the  samo  nnd  to  inoludo  in 
tho  said  negotiations  all  of  tho  stook  then  standing 
in  his  nnmo,  boing  ton  thousand  three  hundred  (10,300) 

24  shares  and  nil  of  tho  stock  for  which  certificates  had 
been  issuod  ns  sot  forth  in  tho  sovonth  paragraph  of 
this  bill  of  complaint,  boing  fifteen  hundred  and  fifty 
(1,660)  shares,  tho  aggregate  of  such  shares  boing 
oloven  thousnnd  eight  hundred  and  fifty  (11,850)  shares ; 
that  tho  holders  of  tho  certificates  of  stock  named  in 
the  sovonth  paragraph  of  this  bill  of  complaint  prior  to 
tho  termination  of  tho  said  negotiations  duly  transferred 
tho  said  stock  for  which  certificates  had  been  issued  in 
their  names  to  your  orator,  and  tho  title  to  tho  said 
stock  was  thereby  fully  and  unconditionally  vested  in 


your  orator  with  full  power  of  disposition  of  tho  same  26 
and  that  your  orator's  said  ngonts,  said  Gilliland  and 
Tomlinson,  thereafter  succeeded  in  bringing  about  a 
sale  of  tho  stock  owned  ns  nforosaid  by  your  orator  to 
ono  J osso  H,  Lippincott  upon  certain  terms  and  condi¬ 
tions,  all  of  wliioh  will  more  fully  and  nt  largo  appear 
in  a  written  contract  executed  botwoon  the  said  Lippin¬ 
cott  and  your  orator  on  tho  28th  day  of  July,  1888,  a 
copy  whereof  is  hereto  annexed,  marked  “  B,"  nnd  in 
certain  other  oontrnots  tho  provisions  of  which  nro 
hereinafter  set  forth.  26 

11.  That  during  the  progress  of  tlio  negotiations  for 
the  snlo  of  said  stock,  said  Gilliland  undertook  to  sell  as 
an  essential  part  thereof,  tlio  said  Gilliland  ngonoy  con¬ 
tract,  and,  as  your  orator  is  informed  and  believes,  said 
Gilliland  ngrood  with  said  Tomlinson  that  if  ho  would 
assist  him,  said  Gilliland,  in  tho  sole  of  such  contract 
he  would  give  said  Tomlinson  thirty  per  centum  in 
amount  of  suoh  property  or  money  ns  should  bo  real-' 
ized  therefor,  and  in  consideration  of  such  promise  27 
said  Tomlinson  agreed  to  assist  said  Gillilnud  in  the 
snlo  thereof  to  said  Lippincott,  and  thereupon  said  Gilli¬ 
land  and  Tomlinson  negotiated  with  tho  said  Lippin¬ 
cott  a  salo  or  cancellation  of  the  said  Gilliland  ngonoy 
contraot,  and  includod  the  sale  or  cancellation  of  tho 
same  as  a  condition  in  the  negotiations  respecting  a 
salo  of  your  orator’s  said  stock. 

That  tho  said  negotiations  for  tho  sale  of  your 
orator’s  stook  and  tho  salo  or  cancellation  of  said  Gilli¬ 
land  agency  contract  were  carried  on  by  tho  said  do-  28 
fondants  at  tho  same  time,  and  the  sale  of  both  stock 
and  contract  wore  consummated  on  the  samo  day,  and 
were,  in  fnot,  but  a  singlo  transaction  by  which  the 
said  Lippincott  agreed,  upon  cortain  terms  set  forth, in 
tho  said  contract  hereto  annexed,  marked  “  B,”  to  pay 
the  sum  of  $760,000  to  your  orator  for  your  orator’s 
said  stock  unincumbered  by  tho  said  Gilliland  agonoy 
contract,  as  is  hereinafter  more  particularly  sot  forth. 

That  tho  said  defendants  upon  negotiating  and  pro¬ 
curing  tho  sale  of  your  orator’s  said  stock  to  said 


nmi  lrnucnises,  without  the  encumbrances  upon  tin 
company  anil  tho  limitations  upon  its  business  opom 
tion  which  woro  created  by  and  existed  under  said  con 
tract;  and  that  tho  snid  Lippinoott  uevorntany  timi 
desired  or  intondcd  to  purchase  said  agonoy  contract  01 
to  hoop  tho  sanio  in  existence  after  his  pnrohaso  of  suit 
stock  should  ho  accomplished,  but,  on  tho  contrary,  do. 
sired  and  intondcd  to  extinguish  nnd  cancel  tho  s'aim 
38  and  froo  tho  said  company  and  snid  stock  from  tho  limi¬ 
tation  nnd  oncunibrnnco  thoroof,  and  that  accordingly 
the  said  Lippincott  never  in  any  way  actually  liq„i- 
dated  tho  value  of  said  agonoy  contract,  or  sot  any  price 
or  value  upon  tho  snmo. 

That  your  orator  would  liavo  boon  entirely  willing 
out  of  frsoiitlship  to  snid  Gilliland,  to  havo  a  fair  nscor- 
tninmont  made  in  some  way,  either  by  agreement  or 
arbitration,  or  otliorwiso,  of  tho  netual  value  of  said 
□n  “8?“0>  “"‘"“t.  «»d  to  have  such  value  paid  to  said 
38  Gilliland  out  of  tho  said  sum  of  $750,000,  although  at 
tho  timo  of  such  salo  said  Gilliland  had  invested  no 
capital,  and  had  devoted  little,  if  any,  labor  or  skill  in 
tho  business  of  carrying  out  said  contract,  and  there¬ 
fore,  any  sum  which  might  havo  been  so  ascertained 
anil  paid  would  havo,  in  fact,  been  a  gift  from  your 
orator  to  said  Gilliland. 


conn  T  procured  a  largo  part,  to  wit :  over 

$-.00,000  of  tho  actual  valuo,  prico  and  proceeds  of  tho 
snle  of  said  stock  to  bo  nominally  imputed  to  tho  sni(l 
agonoy  contract,  and  to  bo  nominally  considered  as  part 
of  the  vnluo  and  price  nnd  proceeds  of  tho  salo  of  the 
stud  contract. 

That  when  tho  said  Gilliland  nnd  Tomlinson  represent¬ 
ed  to  your  orator,  ns  above  mentioned,  that  said  Gilliland 
was  to  rocoivo  stock  in  the  said  now  compnny  to  bo  or¬ 
ganized  by  snid  Lippincott,  which  would  not  exceed  in 
value  $75,000,  your  orator,  although  knowing  well  that 
suoh  stock  of  such  cash  valuo  would  bo  a  vory  largo 
price  and  compensation  for  tho  salo  or  extinguishment 
of  said  agonoy  contract,  yet  consented  that  said  Gilli¬ 
land  should  so  receive  tho  same,  moroly  because  ho  fully 
supposed  that  snid  defendants  had  faithfully  and  hon¬ 
estly  transacted  the  negotiation  of  the  snle  upon  tho 
terms  aforesaid  of  your  orator's  snid  stock,  nnd  that 
>500,000  was  the  highest  price  that  they  had  been  nblo 
°  obtain  for  tho  same,  and  your  orator  was  willing 
int  of  friendship  and  affection  for  snid  Gilliland,  to  have 
lira  rocoivo  a  hnndsoino  reward,  oven  far  beyond  what 
io  had  earned. 

12.  That  tho  said  Lippincott,  ns  your  orator  is  in- 
ormed  and  bolievos,  paid  ovor  to  the  snid  Gilliland  tho 
aid  Bum  of  $250,000  in  cash,  ho,  the  snid  Gilliland, 
aviug  exorcised  his  said  option  and  having  thereby 
ecoived  said  sum  in  cash  in  lieu  of  tho  said  stock  in 
aid  now  company  of  said  Lippincott  in  accordance 
•ith  his  secret  agreement  with  snid  Lippincott  horein- 
eforo  sot  forth,  and  that  tho  said  Gilliland  and  Tom- 
nson  thereupon  shared  nnd  dividod  tho  said  sum  of 
260,000  between  them,  although  what  shares  or  pro 
ortionato  parts  of  said  sum  they  respectively  received 
our  orator  does  not  know. 

That  tho  said  Gilliland  and  Tomlinson,  ns  your  orator 
informed  and  believes,  have,  since  the  fraudulent 
iqmsition  by  them  of  tho  snid  $250,000,  expended  and 


,  now  llold>  although  your  oratoi 
does  lot  know  and  cam  ot  It  m  ithont  tho  aid  ot  this 
Court,  what  such  proporty  consists  of,  or  in  what  form 
the  said  defendants  now  hold  the  said  sum  of  S250  000 
Winch  they  fraudulently  diverted  and  obtained  from 
your  orator  in  manner  aforesaid  j  but  your  orator 

S260nnn""d "IS18ts ?ml! iu  "’lmtsoover  form  the  said 
;.2o0,000  nmy  now  bo,  or  however  tho  same  maybe 
invested,  all  property  purchased  by  tho  said  Gilliland 
3  1  ofS IrnZn  •  0ltl‘°  •  °f  “10m  "'U1“  Part  °£ 

the  n  hi  trn  I  f  18  U°"’  h°ld  by  thom  °1'  0110  °C 

tiiom  m  trust  for  your  orator. 

■JVr!-n°,lU  0rato1'  sll0ws  ‘Hid  charges  that  tho 

vour  m  TV'COm!hlS011,by  thoh'Bi'oss fraud  upon 
t  ll';“"  T  0f  dllty  ns  th0  0°n f i d on tinl 
agents  and  trustees  of  your  orator  in  manner  aforesaid 
fo  foitod  a  1  right  and  claim  of  any  kind  which  they  or 
o  ti  er  of  them  otherwise  might  have  1  1  g  ,  Bfc  ,0  i 
ointor  for  compensation  for  their  services  in  negotiating 
and  odeoting  the  sale  of  said  stock  to  said  Lippincot® 

duti-  failed  T  “°OOUUt  0t  SHOb  fmud  nnd  Eolation  of 
ad  ffilin  °fTi  n'13’fU0b  comP°nsation,  and  tho 
u  Gill, land  torfeitod  all  right  to  claim  or  retain 

°f  y°-'  orator,  while 

HO  was  wholly  ignorant  of  their  said  fraud  and  breach 
if  duty,  and  willing  that  ho  should  m 


14 

United  States  op  America, 

District  of  Now  Jersey, 

County  of  Essox, 

Thomas  A.  Edison,  being  duly  sworn,  doposes  mid 
snys,  ns  follows :  1'lmt  ho  resides  in  the  Town  of 
Orange,  State  of  Now  Jorsoy  ;  that  he  is  tho  complain¬ 
ant  heroin ;  that  ho  has  road  tho  foregoing  amended 
bill  of  complaint  and  knows  tho  contents  thereof ;  that 
tho  same  is  true  to  his  own  knowledge,  oxoopt  as  to 
those  matters  thorein  stated  to  bo  alleged  on  informa¬ 
tion  and  belief,  and  that  as  to  thoso  mnttors  ho  believes 
it  to  bo  truo. 


Subscribed  and  sworn  to  bo- ' 
foro  mo  this  25th  day  of 
Octobor,  1889.  1 


Tiiomas  A.  Edison. 


John  E.  Randolph, 

C1,  s’]  Notary  Public, 

Essex  County, 
State  of  Now  Jersey. 


15 

“  A  ”  57 

Aoreement  made  this  28th  day  of  Octobor,  180^>  be¬ 
tween  tho  Edison  Phonograph  Company,  a  corporation 
organized  and  existing  under  tho  laws  of  tho  gfcato  of 
Now  Jorsoy,  and  hereinafter  called  the  ■■  OomT?an)’>" 
party  of  the  first  part,  and  Ezra  T.  Gilliland  l,io 
City  and  Stato  of  Now  York,  party  of  tho  soou'tl  PWt, 

WnunEAS,  tho  Compnny,  pursuant  to  a  cortaiu-  00»- 
traot  made  between  it  and  Thomas  A.  Edison*  and  go 
dated  tho  28th  day  of  Octobor,  1887,  has  honour^  pos¬ 
sessed  for  tho  United  States  and  Dominion  0f  *,'1111. 
ndn  of  all  tho  inventions  of  tho  said  Edison  reJatlllfc' 
to  phonographs,  ancl  is  entitled  to  roeeivo  uny  in¬ 
ventions  or  improvements  ho  may  malto  rolatinir  f-koro- 
to  within  five  yours  from  tho  date  thereof,  and  h  H10 
snid  Edison,  has  agreed  to  manufacture  and  doliver to 
tho  Company  phonographs  and  the  supplies  noe^sslu')' 
thorofor  in  such  numbers  and  quantities  ns  inn„  pe  ro- 
quired,  at  actual  cost  of  manufaoturo  pf,(8  £<venty  gg 
Per  centum  cost  of  manufacture  haying  boon  fiSo  j  txt  the 
aotual  cost  of  labor  and  material  and  general  oxp*33150 1 
all  of  which  will  more  fully  appear  from  tho  sniil 
mont  to  which  for  greater  particularity  rotoroJjce  js 
hereby-  made. 

And  whereas,  the  Company  have  decided  not  t° 
phonographs  to  or  to  deal  directly  with  tho  general 
public,  but  on  tho  contrary  to  make  all  tl,0ir  snl«3 
through  one  gonerul  agent,  nud  to  that  ond  avo  (|0girous  qq 
of  securing  tho  services  of  tho  said  Gilliland. 

Now,  THEREFORE,  XT  IS  AGREED  AS  FOLLOWS  : 

First.  The  Company  hereby  constitutes  ,U1(J  ap. 
points  upon  tho  terms  and  conditions  heroin  nioutfcmwl, 
tho  said  Ezra  T.  Crillilaud  its  general  agont  Icyf  11)0 
sale  of  said  phonographs  and  supplios  in  tl,0  jjp-itci 
States  of  Amorioa  and  tho  Dominion  of  Canada.*  01111 
agrees  that  it  will  not  sell,  permit  or  authorize  the  Sl,1° 


tho  said  phonographs  and  tho  supplies  tlioroin.snvo  an 
sojit  tlnough  tho  said  Gilliland  or  such  sub-agents  t 
rsons  as  ho  may  appoint  or  omploy ;  and  furthor  agree 
furnish  and  supply  to  tho  said  Gilliland  and  such  snl 
cuts  as  ho  may  appoint,  phonographs  and  snpplios  i 
3h  numliors  and  quantities  as  may  bo  ordored  by  tli 
d  Gilliland  from  tho  said  Company,  and  as  may  b 
piirod  to  moot  tho  gonoral  domain!  for  tho  sam< 
d  tho  said  Gilliland  hereby  recognizes  and  concede 
1  validity  of  all  pntonts  now  or  horeaftor  to  b 
nod  by  tho  Company,  and  that  they  aro  respoetivol 
3d  and  valid  pntonts  for  sevouteen  yoars  from  tlioi 
io,  and  ngroos  that  ho  will  not  contest  or  dispute  tli 
no,  and  furthor  ngroos  that  noithor  ho  nor  his  sub 
mts  will  purchase  any  phonographs  or  snpplios  snvi 
m  tho  said  Company,  nor  deal  in  any  save  snoli  a 
manufactured  under  tho  authority  of  tho  Company 
y  Violation  of  this  clauso  shall  giro  tho  Company 
i  right,  to  terminate  tho  agoncy  of  tho  porson  so  vio’ 
ng  it. 

iixo.ND.  Tho  pneo  at  which  said  articles  shall  bo  do 
11-od  to  the  said  Gilliland  for  salo  shall  bo  fixod  nf 
ows  :  To  tho  actual  cost  thereof  to  tho  said  Com 
|y,  ns  fixed  in  tho  contract  botwoon  tho  Company 
tlio  said  Edison,  lioroinboforo  referred  to,  shall  be 
led  twonty  per  centum  of  such  cost  to  bo  paid  as 
alty  to  tho  said  Edison.  To  tho  total  sum  thus  ob- 
■cd,  tho  Company,  ns  profit  to  itself,  shall  bo  allowed 
uld  thirty-hvo  per  centum  thereof.  The  difference 
woon  this  sum  and  tho  price  to  bo  charged  tho  pnb- 
shall  bo  allowed  and  paid  to  tho  said  Gilliland  and 
8ut>-ugonts  ns  commissions,  and  to  meet  nil  tho  ox- 
sos  of  soiling  and  introducing  tho  article  aforesaid! 
teou  per  centum  of  tho  cost  of  such  !  I  on  i  ,  rph  , 
supplies  to  tho  said  Gilliland  ho  is  to  bo  allowed 
'orsounlly  retain  ns  compensation  for  his  sorvices, 
to  moot  his  expense  as  gonoral  agont.  The  diffor- 
3  between  such  cost,  plus  fifteen  per  centum  allowed 
as  aforesaid  and  tho  price  at  which  said  phono- 
'S  ,uul  8"PPll0s  aro  to  bo  sold  to  tho  public  shall 


feu  w  cumponsftto  nnti  uofmy  tho  expenses  of  the  chile, 
out  sub-agents  to  bo  appointed  by  tho  said  Gill 
land  or  tho  Company  throughout  tho  U.  f 
and  Canada.  Said  Gilliland  shall  bo  personal! 
responsible  for  tho  payment  to  tho  Company  fo 
nil  phonographs  and  supplies  dolivored  to  liii 
or  his  sub-ngonts  by  his  direction,  and  shall  pay  o 
enuso  to  bo  paid  to  tho  Company  th  o  price  tliorec 
within  thirty  days  after  tho  shipment  from  tho  factory 

Tiurd.  Tho  prico  to  bo  charged  tho  public  for  phono 
graphs  and  supplies  shall  bo  fixed,  in  tho  first  instance 
by  tho  Company  at  $85  for  onoh  phonograph  and  fo 
snpplios,  at  a  prico  obtained  by  adding  to  tho  cost  o 
such  supplies  to  tho  said  Gilliland  and  tho  profit  to  hi 
allowed  him,  twonty-fivo  per  annum  of  the  total  o 
such  oost  and  tho  profit,  and  no  departure  shall  b< 
made  therefrom,  but  on  tho  contrary,  such  pricos  shall 
bo  uniformly  maintained,  unless  modified  ns  heroinaftoi 
provided.  Should  tho  said  Gilliland  or  tho  company 
at  nny  time  bo  of  tho  opinion  that  tho  salo  of  phono¬ 
graphs  would  bo  increased  or  tho  profits  to  tho  com¬ 
pany  or  its  agents  enlarged  by  tho  modification  of  the 
prices  as  originally  fixed  or  as  subseoueutlv  altered 


ill  in  no  way  reduce  tho  profit  to  tlie  company 
•oin  iiiontiouod,  nor  the  commission  or  componsal 
tho  said  Gilliland,  but  shall  bo  deducted  from 
counts  to  bo  allowed  to  bo  made  by  bis  or  the  ci 
iy’s  sub-agents. 

i’ouimi.  Tlio  said  Gilliland  agrees  to  dovoto 
o  and  energies  to  the  introduction  and  snlo  of  tlio 
1  phonographs,  and  to  moot  or  cause  to  be  mot  all 
louses  and  obargos  incurrod  or  to  bo  incurred  ' 
cting  such  snlo,  or  uoeossnry  to  tho  promot 
roof,  and  shall  always  keop  on  hand  a  snilioi 
ebor  of  phonographs  nud  a  sufficient  amount  of  si 
is  to  moot  tho  requirements  of  his  business.  Wit! 
year  from  tho  time  when  tho  company  is  rendy 
vor  to  tlio  said  Gilliland  phonographs  capablo 
adapted  to  gonornl  uso,  in  such  quantities  os  lr 
■oquired  by  him  to  meet  tlio  demands  of  said  bn 
i,  ho  will  appoint  in  tho  capital  of  each  State  or, 
oleetion,  in  such  city  in  oncli  Statons  has  thelnrgi 
illation,  or  is  tho  best  commercial  contra,  a 
in  Montreal  and  Toronto  in  tho  Dominion 
adn,  agents  for  tlio  sale  of  said  phonographs,  whi 
!  required  to  carry 
s  to  moot  tho  doman 
nd  to  employ  a  suificic 
■ly  develop  tho  bnsinc 


>ua  agencies  to  no  established  by  tho  said  Gil-  73 
liland,  with  a  statement  of  the  territories  to  bo  included  ? 
by  said  agoncios,  rospectivoly,  and  tlio  estimated  num¬ 
ber  of  phonographs  to  bo  sold  by  or  through  such 

S°Tt,TWr'  0110  3’ear  from  such 

timo  as  tho  Company  is  ready  and  able  to  supply 
and  ngonts  respectively  .t!  o  coal  nstn- 
meuts.  And  all  contracts  mado  by  said  Gilliland 
with  ngonts  to  bo  appointed  for  tho  territories  men¬ 
tioned  i„  said  exhibit,  shall  provide  that  in  oaso  ' 
within  said  yoar  such  agents,  or  any  of  thorn,  fail  to  sell  74 
Within  said  territories,  rospectivoly,  tho  number  of 
phonographs  so  estimated  should  bo  sold,  tho  Company 
shall  have  the  right,  through  said  Gilliland,  to  terminate 
and  cancel  such  agencies  making  such  failure,  and 
should  tlio  said  Gilliland  through  all  his  sub-agents  in  tho 
Umtod  States  and  tho  Dominion  of  Canada  within  said 
year,  sell  less  than  seventy-fivo  per  centum  of  tho  total 
number  of  phonographs  so  estimated  should  bo  sold  in 
the  entire  United  Statos  of  Amoriea  and  the  Dominion 
of  Canada,  in  tho  said  exhibit,  tho  Company  shall  have  75 
tho  right  to  terminate  and  canool  his  general  agency 
and  to  appoint  another  general  agent.  Tho  coinpany 
will  not,  howovor,  oxoroiso  tho  right  to  tormiunto  either 
the  general  ngoncy  of  tlio  said  Gilliland  or  tho  agencies 
of  his  sub-agouts  for  any  such  failure,  if  they  nre°  satis¬ 
fied  that  such  failuro  has  not  boon  duo  to  any  neglect  or 
want  of  proper  effort  011  tho  part  of  said  Gilliland  or 
snob  sub-ngent,  but  is  owing  to  causes  over  which  tho 
said  Gilliland  or  his  ngonts  have  110  control,  such  ns 
want  of  domnnd  for  or  utility  of  tho  said  phonograph,  7G 
and  the  Company  shall  have  no  right  or  power  to  term¬ 
inate  tho  agency  of  the  said  Gilliland  or  any  of  his 
sub-agents  provided  any  such  failuro  has  been  duo  to 
tho  inability  on  tho  part  of  tho  Company  to  moot  the 
orders  of  the  said  Gilliland  or  of  his  said  sub-agents. 

Seth.  After  tho  expiration  of  said  year,  tho  said  Gilli¬ 
land  and  the  Company  shall  decide  upon  the  number  of 
phonographs  which  for  the  ousuing  yoar  should  he 


year  bo  sold  within  tho  entire  U.  S.  and  tho  Dominion  of 
Canada.  In  estimating  suoli  number  tlioro  shall  be 
takon  into  consideration  tho  sales  made  for  tho  provious 
year,  and  tho  gonoral  favor  with  which  said  pho¬ 
nographs  lmvo  boon  received,  and  tho  demand  for  tho 
same.  In  case  tho  parties  hereto  aro  unable  to  ngroo 
upon  either  tho  total  number  of  snlos  which,  for  tho 
ensuing  year  should  bo  made  in  tbo  entire  U.  S.  and 

78  Canada,  or  tiio  number  of  sales  which  slionld  bo  mado 
by  tho  different  sub-agents  in  their  respective  terri¬ 
tories,  each  of  the  parties  hereto  shall  select  one  arbi¬ 
trator  and  those  two  a  third,  to  whom  those  questions 
shall  bo 'submitted  for  decision,  and  their  decision  upon 
tho  snmo  shall  bo  final  and  binding  upon  tho  parties 
hereto,  and  such  sub-agent?  ns  have  boon  appointed  by 
the  parties  of  tho  second  part.  Wlion  sncli  amounts 
have  boon  so  agreed  upon  or  fixed  as  aforesaid,  the  said 
Gilliland  shall  require  of  each  of  his  sub-agents,  ns  a 

79  condition  for  tho  coutmuauco  of  their  ngoncy,  thnt  thoy 
shall  soli  within  tho  coming  year,  within  their  respec- 


21 

graphs  roquired  to  bo  sold  by  him  yearly  aro  so  81 
sold  and  so  long  ns  ho  shall  pay  and  continue  to  pay 
for  all  phonographs  delivered  to  him  or  to  others  by 
his  direction,  ns  horoinboforo  provided.  Should  ho  fail 
so  to  do,  then  tho  company  upon  sixty  days’  liotico  in 
writing  to  him,  may  terminate  and  cnncol  his  gonoral 
ngoncy.  Ho  shall  hnvo  full  powor  to  appoint  and 
remove  all  sub-agents,  and  shall  determine  and  nllot 
their  territory,  but  if  any  territory  bo  allotted  different 
from  tho  allotment  mode  in  Exhibit  A,  hereunto 
annexed,  tho  Company  shall  hnvo  tho  right  to  dotermino  gg 
tho  number  of  phonographs  to  bo  sold  within  such 
territory,  and,  having  so  determined,  all  tho  provisions 
of  this  agreement  as  to  sales  within  defined  territory 
slinll  apply  to  tho  territory  so  modified.  In  case  any 
sub-agents  appointed  by  tho  said  Gilliland  do  not  sell 
tho  uumbor  of  instruments  lioroby  required  to  bo  sold 
within  their  territory  tho  Company,  in  the  first  in¬ 
stance,  in  order  to  preserve  proper  control  by  the  said 
Gilliland  over  his  sub-ngonts  shall,  in  caso  they  desire  the 
removal  of  snob  snb-ngonts  and  tho  cancellation  of  gg 
their  ngoncics,  request  tho  said  Gilliland  to  so  remove 
such  agent  and  cnucol  such  agency.  In  caso  tho  said 
Gilliland  fails  so  to  do  within  thirty  days  nftor  such 
request,  tho  Company  shall  hnvo  tho  right  mid  powor 
to  romovo  such  sub-agent  and  to  doinnud  of  said  Gilliland 
thnt  another  agont  bo  appointed  in  •  liis  stood ;  and 
should  tho  said  Gilliland  within  sixty  days  fail  to  appoint 
such  now  agent,  tho  company  shall  lmvo  tho  right  and 
authority  so  to  do.  Such  sub-ngouts  ns  do  sell  within 
thoir  territory  tho  number  required  ns  horoin  provided  gj. 
to  bo  sold  by  them,  tho  Company  shall  have  no  right  or 
authority  to  removo  or  request  or  demand  the  removal 
thereof. 

Eioutii.  Should  tho  gonoral  agency  of  tho  said  Gilli¬ 
land  bo  terminated  nt  any  timo  pursuant  to  tho  pro¬ 
visions  of  this  ngroomont,  or  in  case  of  its  termina¬ 
tion  by  his  doutli,  tho  Company  shall  pay  to  the 
said  Gilliland  or  his  porsonnl  representatives  such  an 
amount  ns  would  properly  represent  tho  value 


tI,aih'St  >’'“'tia«-  inventor 
tn  ml  i  lf  n  "  I1  "°'Vn  nS  tho  l’>‘°iiogmpli,  an  in- 
H  mbl°  oE1rccor(,i"«ft,l<1  ^producing  sound 
nd  articulate  speech  «„d  adapted  and  designed  for 

.Trans  naleT0irilln  t!’0-808'  "P°"  wUnh  invo“tiol>  »»- 


WnEnEAs. 


101  Phonograph  Company  and  tlie  said  Edison  Phonograpli 
Works, 

And  wheheas,  tlio  party  of  tlio  second  part  is  desirous 
of  causing  tlio  formation  of  a  corporation  which  shall 
wlion  formed  acquire  and  possess  the  necessary  author¬ 
ity  to  oxploit  and  introduce  commercially  the  said  pho¬ 
nograph,  ns  well  ns  a  contain  other  instrument  known  as 
the  “  Graphophouo,”  and  which  shall  in  fact  ongage  in 
tho  introduction  and  exploitation  thereof. 

102 

NOW,  IT  IS  AOllEED  AS  HOLLOWS  1 

Eihst.  Tlio  pnrty  of  tho  second  part  ngroos  to  buy 
from  tho  party  of  tho  first  part,  and  tho  party  of  tho 
first  part  ngroos  to  sell  and  deliver  to  him,  tho  entire 
capital  stock  of  tho  said  Edison  Phonograph  Co.,  ex¬ 
cepting  180  shares,  for  fivo  hundred  thousand  dollars 
($500,000). 

Such  stock  shall  bo  delivered  and  paid  for,  as  fol- 
103  lows: 

On  July  13  1888  ten  thousand  dollar's  ($10,000)  shall 
bo  paid  to  tho  said  Edison  by  tho  said  Lippiucott. 
On  Soptoinbor  1st,  1888,  one  hundred  and  fifteen  thou¬ 
sand  dollars  ($115,000);  on  October  1st,  1888,  one  hun¬ 
dred  and  twenty-five  thousand  dollars  ($125,000);  and 
on  November  1, 1888,  two  hundred  and  fifty  thousand 
dollars  ($250,000)  shall  bo  paid  to  tho  said  Edison. 

On  July  13th,  1888,  certificates  representing  the 
ontiro  capital  stock  of  tho  said  Edison  Phonograph  Co., 
101  less  150  shares  shall  be  delivered  to  tho  Garfield  Safo 
Deposit  Co.,  ns  trustee,  with  written  instructions  to  de¬ 
liver  the  same  to  tho  said  party  of  the  second  part, 
when  tho  provisions  of  this  contract,  ns  to  the  payment 
of  tho  entire  fivo  hundred  thousand  dollars  and  tho  exe¬ 
cution  of  the  contract  hereinafter  mentioned,  luivo  beou 
complied  with. 

The  150  shares  horoinbeforo  roforrod  to  which  the 
pnrty  of  tho  first  part  cannot  agroo  to  sell  or  deliver, 
was  previously  sold  to  Mrs.  Mary  Homenway  of  Boston, 
Mass.,  for  $22,500,  and  is  now  owned  by  her.  From 


tho  moneys  coming  to  him  tho  pnrty  of  tho  first  part  105 
will  rosorvo  tho  sum  of  $22,600,  with  which  to  buy  back 
said  stook,  and  will  uso  his  best  endeavors  to  buy  baok 
the  samo  at  that  sum,  and  in  ease  ho  succeeds  will 
transfer  and  assign  tho  samo  to  tho  party  of  tho  second 
part,  or  tho  part)’  of  tho  second  part  may  retain  from 
tho  $500,000  to  bo  paid  ns  aforesaid,  tho  sum  of  $22,500 
upon  his  agreeing  to  himself  buy  said  stock,  or  to 
protoot  tho  intorost  of  tho  said  Mary  llomonway  in 
somo  other  mnnuor  and  hold  tho  party  of  tlio  first  part 
and  tho  Edison  Phonograph  Co.  harmless  from  nny  10G 
claim  to  bo  made  by  her. 

Second  :  Tho  party  of  tho  second  part  shall  within 
twonty  days  from  the  execution  thereof  form  or  cause 
to  bo  formed  a  corporation  to  bo  cnllod  tho  “  American 
Phonograph  Company,”  wliioli  corporation  shall  engage 
in  the  business  of  exploiting  and  introducing  the  phono¬ 
graph  commercially. 

Tiiiiid  :  Within  thirty  days  from  the  formation  of  tho  107 
said  Amorienn  Phonograph  Co.,  tho  agreement  between 
tho  said  Edison  Phonograph  Co.  and  tho  said  Edison 
and  tho  said  Edison  Phono.  Works  and  tho  snid  Edison 
shall  be  so  modified,  and  the  said  company  shall 
severally  take  such  notion  as  may  be  necessary  as  to 
admit  of  tho  making  of  certain  contracts  botweon  the 
snid  Edison  and  tho  said  American  Phonograph  Com¬ 
pany,  and  tlio  said  Edison  Phonograph  Works  and  the 
American  Phonograph  Co.,  in  the  form  and  containing 
tho  provisions  of  the  contracts  hereunto  annexed  and  108 
marked  respectively  “Contract  between  Edison  and 
tho  Am.  Phonograph  Co.,”  and  “  Contract  between  the 
Edison  Phonograph  Works  and  tho  Am.  Phonograph 
Co.,”  and  said  contracts  in  snoli  form  and  containing 
such  provisions  and  no  others  shall  within  said  thirty 
days  be  executed  by  the  parties  tljeToto. 

Fomti’n :  The  consideration  to  tho  said  Edison  for  the 
execution  of  this  contract  is  both  the  payment  of 


109  $500,000  ns  above  provided,  nnd  tho  execution  by  tho 
Am.  Phono.  Co.  ot  tho  contracts  heroin  reform!  to. 

In  cnso  dofunlt  should  bo  mado  in  any  payment  ns 
and  when  tho  same  is  by  tho  provisions  hereof  required 
to  bo  mado,  and  such  default  shall  continuo  for 
ton  days  or  in  ouso  tho  Am.  Phonograph  Company 
should  fail  or  rofuso  to  oxocuto  tho  said  contract  or 
oithor  of  thorn,  then  each  party  shnll  bo  discharged 
from  further  obligations  hereunder  and  tho  Garliold 
Safe  Deposit  Co.,  Trustco,  shall  dolivor  to  the  party 
HO  of  tho  second  part  one  share  of  stock  of  tho  Edison 
Phonograph  Company  for  ovory  one  hundred  dollars 
that  has  boon  paid  to  the  said  Edison  and  shnll 
dolivor  tho  bnlanco  of  said  stock  to  tho  said  Edison. 

If  it  should  happen  that  oither  or  both  contracts  to 
bo  oxccutod  by  tho  Am.  Phono.  Co.  linvo  been  actually 
oxoonted  by  tho  parties  thereto  at  tho  timo  any  dofault 
bo  made  in  paymonts  lieroundor,  said  contracts  so 
executed  shall  bo  considered  null  mid  void. 

HI  Fifth  :  Tho  party  of  tho  second  part  further  agrees 
that  he  will  purchase  so  far  as  ho  is  able  tho  entire 
capital  stock  of  the  Edison  Speaking  Phonograph  Co., 
and  save  tho  party  of  tho  first  part  harmless  from 
any  claim  or  claims  that  may  bo  made  by  said  Company 
or  any  of  its  stockholders  against  him  ;  nnd  tho  said 
Edison  agrees  upon  all  tho  provisions  of  this  contract 
having  been  carried  out  to  transfer  and  assign  all  his 
rights,  title  nnd  interest  in  and  to  1,200  slinros  of  the 
stock  of  tho  said  Edison  Sponking  Phonograph  Co., 
112  now  owned  by  him,  to  the  said  party  of  tho 
second  part,  nnd  to  procure  from  Chns.  Batchelor  an 
assignment  to  said  party  of  tho  socond  part  of  tho  five 
shares  of  tho  stock  of  said  Compnny  owned  by  said 
Batchelor. 

In  witness  wiieiieof,  tho  parties  horeto  have  sot 
their  hands  and  seals  tho  day  nnd  year  first  above 
written. 

Thomas  A.  Edison.  [l.  b.] 
Jesse  H.  Iiimtncott.  [l.  s.] 

Witness : 

Jno.  O.  Tomlinson. 


Contract  Between  Edison  and  the  Ameihoan  113 
Phonograph  Co. 


party  of  tho  second  part. 


Whereas,  tho  party  of  tho  socond  part  hns  boon 
organized  with  tho  view  of  exploiting  and  introducing 
commercially  tho  phonograph  nnd  hns  acquired  tho 
necessary  rights  and  authority  so  to  do  nnd  lias  also 
acquired  tho  right  to  exploit  and  introduce  an  instru¬ 
ment  known  ns  tho  “  Graphophono,"  nnd 


114 


WnEREAS,  the  said  company  possessing  tho  right  to 
introduce  both  instruments  intend  placing  each  upon 
the  market,  leaving  to  the  public  tho  right  to  make 
their  own  selection  in  buying  or  renting  instruments.  US 

Now  it  is  Agreed  as  Follows  : 


First.  Tho  phonograph  shall  be  put  upon  the 
market  undor  tho  name  of  tho  phonograph.  Tho  in¬ 
strument  known  as  tho  graphophono  shall  bo  put  upon 
the  market  ns  tho  "  Phonograph-Graphophone.”  The 
company  shnll  do  its  utmost  to  introduce  both  instru¬ 
ments  and  shall  in  110  way  press  the  introduction  of 
one  at  the  expense  of  tho  other  nor  permit  or  allow  its  116 
officers,  agents  or  employees  to  favor  one  more  than 
the  other. 


Second.  The  price  to  the  publio  for  oither  purchase 
or  rental  of  oncli  instrument  complete,  including  cylin¬ 
ders  capable  of  recording  tho  same  number  of  words, 
moans  for  driving  the  instrument,  whether  by  eloctric 
motor,  clockwork  or  foot  power,  or  otherwise,  shnll  be 
tho  same,  and  tho  discounts  nnd  commissions  in  soiling 


botwcon  tho  said  Edison  and  Josso  H.  Lippmcott,  <1 
tlio  28th  day  of  Jnno,  1888,  have  boon  or  will  bo 
riod  out.  In  case  tlio  said  Lippincott  should  fni 
pay  to  tho  said  Edison  tho  $500,000  ns  in  said  con 
provided,  or  in  cnso  of  tho  fnilnro  on  tho  part  of 
American  Phonograph  Co.  to  oxecnto  tlio  contract 
tho  Edison  Phonograph  Works,  as  in  said  contract 
vided,  this  contract  shnll  bo  mill  and  void. 

In  witness  whereof,  tlio  pnrtios  lioroto  have 
120  tlioir  hands  and  seals  the  day  nnd  voar  first  al 
writton. 


Aoueement  made  this  day  of 

127  1888,  by  and  botwcon  tho  American  Phonograph  C 
puny,  a  corporation  organized  and  existing  under 
laws  of  tho  State  of  party  of 

first  part,  nnd  tho  Edison  Phonograph  Works,  a 
porntiou  organized  and  existing  under  tho  laws  of 
State  of  Now  Jersey,  party  of  tho  second  part. 


Second.  Tlio  party  of  the  first  part  does  not  poss 
tho  right  to  authorize  tho  manufacture  of  the  Plioi 
graph-Grnpliophone,  but  it  agrees  that  it  will  obtain  l'r 
tho  person  possessing  such  authority  tho  privilege 
permitting  party  of  tho  second  part  at  to  all  times  es 
mate  on  the  manufacture  of  said  Phouograph-Grnpl 
phono,  nnd  if  its  bids  are  no  higher  than  the  bona  J 
bids  of  other  reputable  manufacturing  ostnblishmoi 
now  in  business  that  tho  manufacture  of  said  Phot 
jrnph-Graphophone  shnll  bo  given  to  tho  party  of  i 
second  part.  Tho  party  of  tho  first  part  further  ngr< 


"•'s.T 


34 

133  shall  bo  biuding  upon  tho  party  of  tlio  second  part  and 
it  shall  procuro  snob  spooial  tools  aud  maohiuory  and 
and  adopt  snob  methods  and  obtain  sucli  faoilitios  as 
said  Board  shall  roeommond. 

Pouirril.Tlio  party  of  tbo  sooond  part  is  to  bo  al¬ 
lowed  and  contemplates  manufacturing  tbo  phonograph 
for  oxport,  but  tbo  orders  of  tbo  party  of  tho  first  part 
shall  liavo  proferonco  over  orders  for  shipment  to  other 
foreign  countries.  Tho  party  of  tbo  second  part  shall 

134  hoop  its  facilities  for  mnnnfacturo  up  to  tho  reasonable 
demands  upon  it,  and  will  not  manufacture  phonographs 
and  supplies  for  use  wliithiu  tho  TJuitod  States  and 
Canada  for  parties  other  than  the  Am. .  Phonograph 
Co. 

•  Firm.  This  contract  is  predicted  upon  tho  assump¬ 
tion  that  all  tho  provisions  of  a  contract  ontored  into 
botwcon  tho  sajd  Edison  and  Jessee  H.  Lippincott, 
dated  tho  28tli  day  of  June,  1888,  liavo  boon,  or  will  bo 

135  carried  out.  In  case  tbo  said  Lippincott  should  fail  to 
pay  tho  said  Edison  tho  $500,000  as  in  said  contract 
provided  or  in ''case  of  tho  failure  on  the  part  of  tbo 
Amoricau  Phonograph  Co.  to  execute  the  contract  with 
tho  said  Edison'  as  in  said  contract  provided,  this  con¬ 
tract  shall  bo  mill  and  void. 

In  witness  whereof  tho  partios  hereto  have  set  tboir 
bands  and  souls  tho  day  and  year  first  abovo  written. 


& 


•y  • 

4 

|  [26392J 


13G 


[ATTACHMENT] 


DEPARTMENT  OF  SCIENCE  AND  ART 
OF  THE  COMMITTEE  OF  COUNCIL  ON  EDUCATION. 


•I.  Whilst  every  euro  is  tnl 
bltion,  or  deposited  on  npprov, 
(following  the  rule  of  tho  Itoyi 


fi.  No  object  can  bo  rocoivod  on  npprovnl  for  purchnso 
unless  tho  prico  bo  immed  boforo  or  on  delivery  ;  nnd  it  is 
to  be  understood  that  tho  Museum  has  tho  first  right  of 
making  a  purchaso  at  any  tiino  within  tho  poriod  for  which 

G.  Photographs,  copies,  or  casts  aro  made  of  such  loans 
ns  may  bo  usoful  for  instruction  in  Sohools  of  Art,  unless 
tho  londor  object  in  writing.  Two  copies  of  each  photo* , 
graph  aro  sent  to  tho  londor.  Permission  to  copy  or 
photography  objects  on  Joan  is  not  granted  to  private 

submitted  for  purchnso  are  liable  to  bo  photographed  solely 
for  official  purposes  nnd  not  for  sale,  unless  an  objection  in 
writing  bo  made  by  tho  proprietor  at  tho  tiino  of  the  delivery 
of  tho  objocts.  When  photographs  aro  taken,  two  copies  will 
be  given  to  tho  proprietor  of  tho  object  photographed. 


Department  of  Science  and  Art,  London,  S.W. 

tfiOi&nv  of  _ I 


T  am  directed  to  inform  you  of  the  receipt  of  flS/f 

Mr.  XX-  f  f  If  3  ftd-u/iwarfX  SaXnt 

of 

S~  tf'heJMjTCL/t-b  of  Jl/lf 

JlA.'LiStXo  oet  /Xi.  ja/Yo>  CxXcXofaho 
%rf-<ujL<L  f~  M.i£L/asrj 
3t/n.fri&  ty’/um.o-tjr 
$~(srs-fr  Of’&motj  -rajlX. 

facLt/lxnv  out'  Uj,  S\  -XcXo/uny. 

X&(fl{jLeJn*  of  ^-itTKo^jra^X  o/aMtwLj  fyajty. 


and  to  state  that  a  further  communication  will  he.  sent  to  you  in  due  ct 


ft-  £cLO)CTA/ 

CQtfryuji- 

It-S.#. 


fiHF-Wi) 


[ENCLOSURE] 


[ENCLOSURE] 


Hew  York  City,  floe.  27th,  1889 . 

Messrs.  Rail -man  $  Ealimnan: 

Gentleman : 

Ra  35di uon  United  Phonograph  Oorap any.  Touching 

the  organization  or  this  Company  and  the  contractu  to  bo 
drawn,  wo  bop  to  submit.  the-  fnllowinr  for  pour  consider¬ 
ation: 

U)  Opinion  of  Raton  •?:  T.owl  a  on  the  nuestion 
of  which  ia  the  beat  State  wherein  to  organize  this  pro¬ 
posed  Company.  -?e  recommend  that  the  Company  bo  organ¬ 
ised  under  tho  law a  of  the  State  of  Pew  Jersey .  This 
opinio;  is  contained  in  envelope  No.  1. 

(2)  Certificate  of. Incorporation,  Wo  enclose 
in  envelope;  No.  |,  tjlplloctgf  milled  copies  of  proposed  " 
Certificate  of  Incorporation. 

(3)  Proposed  Edison-sour- v.rt  Awroor.jont  of  Janu- 

RJ,y  >  J-t'-'O.  >7,3  enclose  in  envelope  "u.  tri¬ 

plicate  printed  proof  of  this  nrr--oimmr..'  It  is  intrud¬ 
ed  that  this  n.yrosrrienl  should  transfer  bach  to  Mr.  u(li_ 
son  all  that  ho  originally  assigned  to  Col,  Gouraud  by 
agreement  of  October  1-1,  1SCS7.  Anna  -ed  to  this  ,ri.a.>- 
mont  are  tho  following  Exhibits: 

Exhibit  A.  Edi son-Pouraud  Agreement  of  Octo¬ 
ber  1-1,  iaav .  Wo  enclose  in  envelope  Mo.  4  t.hreo 
printed  copies  of  this  agreement.  A  for  unimport¬ 
ant  printer's  mistakes  have  yet  to  bo  corrected  in 
those  copies. 

Exhibit  R.  List  of  "Existing  Agreements" . 

Tliis  list  is  to  bo  prepared  by  Col.  Pouraud,  and  is 
not  yet  ready. 

Exhibit  0.  Proposed  agreement  between  Mr.  Ed¬ 
ison  end.  Edison  United  Phonograph  Company.  This 
ia  tho  same  document  as  is  roferred  to  below  in  !'oo- 
tion  ;’o.(4). 


(4>  ’Voposort  agreement  between  Mr.  Edison  and 
Edison  United  Phonograph  Company,  assigning  Patents  and 
inventions,  dated  January  ,  1800 .  V’e  oncloso  in 

envelop o  Mo.  5  three  printed  copies  of  this  document. 

Two  changes  hnvn  yet.  to  be  added  to  this  agreement  as  now 
dr avm,  vis:  (a)  A  statement  that  part  of  the  considera¬ 
tion  paid  to  Mr.  Edison  is  fully  paid  Stock  in  the  United 
Co.  to  the  amount  of  $500,000  (a  similar  consideration  is 
to  bo  inserted  in  tho  agreement  between  Tho  International 
Co.  and  the  United  Co.  mentioned  below  in  Pec.  (5),  and 
Co)  A  provision  that  whenever  local  rights  are  sold,  tho 
cash  and  stock  roceivablo  therefor  by  the  Uni  tod  Co., 
shall  be  immediately  distributed  among  the  shareholrte  ro 
United  Co.  Touching  the  Exhibits  to  bo  annexed 


[ENCLOSURE] 


I 


Exhibit  A.  List  of  Patents  and  Existing  Ap¬ 
plications.  This  is  in  course  of  preparation  but 
will  not  bo  ready  for  several  days. 

Exhibit  P.  List  of  Exi  still,”'  Agreements . 

This  will  !•:;  the  sc;,-:  document  as  Exhibit  F  men¬ 
tioned  in  the  next  preceding  Lection  hereof,  with 
tho  addition  of  an  /  rr  ument  between  Mr.  Edison  and 
r’rnsnr  ho.,  relating  to  Chinn  and  Japan,  also  with 
the  addition  of  the  proposed  Agreement  •  •  i*  Mr.  Edi¬ 
son  with  hoi .  Couraud  mentioned  in  Leo.  do.  (3) 
above,  together  with  the  Ed: son-Oouraurt  Agreement 
of  October  14,  168V.  So  far  as  now  know,  this 
list  can  be  made  complete  in  a  few  days. 

Exhibit  0.  This  License  Agreement  between 
the  United  do.  and  flu  Edison  Phonograph  '"orbs,  is 
Use  same  document  as  is  mentioned  below  in  Roc.  "o . 
(u). 

(ft)  Proposed  A i.-r is p.t  between  The  Interna¬ 
tional  Company  and  Edison  United  Phonograph  Company. 

This  Agreement  is  not  yet  drawn.  It  will  bo  substantial 
ly  the  sremi  as  the  agreement  between  Mr.  Edison  and  the 
United  Co.,  mentioned  above  in  Roc.  Uo.  4.  In  due  time, 
that  agreement  can  be  easily  altered  and  adapted  to  tho 
International  Co.  Meantime,  v/e  sve-gast  that  you  prcpa.ro 
(a)  List  of  Patents  and  Existing  Applications  belonging 
to  tho  International  Co.,  and  (b)  List  of  Existing 
Agreements,  if  any.  Those  two  lists  should  be  attached 
to  this  proposed  Agreement  with  the  International  Co.  as 
Exhibits,  corrc- spending  to  similar  lists  attached  to  tho 
above  mentioned  agreement  between  Mr.  Edison  and  the 
United  Co. 


(ft)  Proposed  License  Aftroomoht  to  manufacture, 
dated  January  ,  1830,  between  tho  Unit*!  Co.  arid  Edi¬ 
son  Phonograph  Works.  A  complete  list  of  Patents  is  to 
be  attached  to  this  afro  emoht,  marked  Exhibit  A.  That 
list  cannot  be  prepared  until  tho  corresponding  lists  of  the 
Edison  contract  and  the  International  contract  are  pre¬ 
pared.  V/e  enclose  throe  printed  copies  of  this  proposed 

agrooment  in  envelope  !!o.{0). 

(7)  Proposed  agreement  botv/een  Ur.  Edison  and 
Messrs .  J.  (?_■  v\  r.elifman  Si  Co.,  or  such  other  party  in 
their  stead,  as  you  may  designate.  This  Agreement  is  to 
provide  that  the  Cup  it  :'J.  Stock  Of  tho  Edison  Phonograph 
Works  shall  be  at  once  increased  from  $300,000,  its  pres¬ 
ent  capital,  to  $000,000.  Touching  this  increase,  Fifty- 
two  percent  tin  thereof  is  to  bo  given  to  Mr.  .Edison,  ac¬ 
cording  to  the  Third  Lection  of  the  existing  agreement  ! 
between  Mr.  Edison  and  Edison  Phonograph  Works,  dated 
May  12,  1888,  a  copy  of  which  is  enclosed  in  envelope 
Ko .  10,  and  mentioned  below  in  subdivision  (e)  of  Bee. 

Mo.  (8).  The  remainder  of  tho  increase,  $144,000,  is  to 
be  subscribed  for  by  Messrs.  J.  &  VV.  Seligjnan  &  Co.,  and 
they  are  to  be  credited  on  account  of  this  subscription, 
v/ith  $75,000,  that  being  the  amount  expended  up  to  dat8 


[ENCLOSURE] 


I 


__  '  A-°tion  with  manufacturing  graphophone a,  including 
coot  °f  nil  tool »  and  machinery,  also  rraphophonos  and 
ia‘  t,J  t-,-u  'ia*  on  hctnd,  and  the  cost  of  a  rulonso  of  Tho 
In^.-rnafionnl  Company's  lease  of  Colt's  Factory.  Tills 
ariMoiMon t  is  further  to  provide  that  Mr.  Edison  will" -r- 
rano...  fo,.  the  Edison  Phonograph  Works  to  assume  control 
of  the  fac,ory  at  Hartford.  The  7!oard  of  Directors  of 
r..n;  ,orks  shall  consist  of  five  members,  throe  to  bo  se- 
,tfcu...c  by  Mr.  Edison,  and  two  by  the  Graphophone  flompany. 

Inasmuch  as  you  are  mors  familiar  with  the 
tv  o°P  n'fttora  than  w«  are,  we  surest 'that  you  draw 
tna  above  contract,  and  submit  it  to  us. ,  Perhaps  you 
nwv  think  it  wise  to  introduco  one  or  more  Trustees' as 
parties  to  this  proposed  contract.  But  we  leave  that 
question  to  you,  and  shall  await  the  receipt  of  a  con¬ 
tract  to  bo  drawn  by  you  ns  aforesaid. 

ff]  .Re  SdiBon  Phonograph  Works.  Assuming 
-v  i  ’  *°‘l  '  W18h  t0  knw  »hat  rights  to  manufacture  th« 
.ell son  :  Monograph  Works  now  has,  wo  submit  the  following 
contracts  for  your  information:  !°ilo./inA 

(a)  Agreement  by  Mr.  Edison  with  Edison  Phono - 
rraph  vpmpany,  October  23,  1887.  v/e  enclose  few  ^ 
wpioahof  this  agreement  in  envelope  r-fo.  7. 

(b)  Agreement  of  October  1,  1387,  made  by  Mr. 

of lth?  .Wlth  m™**  Ja0lluos-  vfG  onoloso  one  copy 
of  this  agreement  in  envelope  Mo.  8.  This  apree- 
mant  is  referred  to  in  the  fourth  section  of  the 
agreement  of  October  28,  1887,  just  mentioned  above. 

(ej  The  said  agreement  of  October  28,  1887 
ivH«nn  m*1?*  section,  to  a  contract  between 

or  notow  T™  That  COntraet  is  agreement 
of  Ootobti  li,  188 1 ,  contained  in  envelope  Mo.  4, 
mentioned  above  in  Sec.  (3),  as  Exhibit  A.  * 

(tl)  The  said  agreement  of  October  28,  1887 

reiers  in  its  sixth  section,  to  an  agreement  made 

by  r.di son  with  Cheover,  dated  June  30,  1878  this 

contract  is  believed  to  have  expired.  Wo  enclose 
one  copy  of  it  in  envelope  Mo.  9. 

(o)  Agreement  of  Mr.  Edison  with  Edison  Phono- 
-raP?di°onS’  dafc0d;,ay  ia>  1888  •  By  this  agreement 
£'  i?  tha  Works  the  ^fht  to  manu- 

gra™ed  t0  him  hy  his  aforesaid  agreement 
with  Edison  Phonograph  Company  of  October  28,  1887. 

n0t  certain  whether  the  said  Edison  Phono- 
p-aph  Company  has  ever  formally  consented  to  this 
transfer  of  Mr.  Edison's  right  to  manufacture,  to  I 
the  Works.  To  remove  doubt,  wo  will  prepare  and 
have  executed  ^document  giving  tho  said  formal  con-  i 
sent .  *)*  fl&yvmJr  ftoy/j., J*  ,(r  ; 

(f)  Till  sa'id  agreement  of  V ray-  12,  1888,  iust 
mentioned,  speaks  of  "contracts"  with  Oouraud.  This  I 
+>  an  nnljr  one  contract  v/as  ever  executed, 

t.mt  of  October  14,  1887,  contained  in  envelope  u0,  i 
*■  “  WBB  intondod  to  split  this  contract  into  two  1 

new  ones,  one  for  Great  Britain,  etc.,  and  tho  other  j 


[ENCLOSURE] 


for  the  rest  of  tlio  world,  but  that  was  novor  done. 

The  4th  .Section  of  the  said  agreement  0f 
flay  12,  lHtSU,  provides  for  certain  Trusted  Stock . 
Having  ascertained  that  this  Trust  Agreement  v/aa 
novor  made,  wo  have  prepared  such  an  agreement,  end 
it  is  now  before  the  Mercantile  Trust  Company,  pro- 
posed  Trustee,  for  its  approval.  When  thov  approv- 
It  wo  oan  supply  you. with  a  copy.  It  is  substan¬ 
tially  the  uame  as  the  said  fourth  section. 

_  (h)  You  have  naked  us  for  a  Statement  of  tho 
Business  of  .Edison  Phonograph  ’-'forks.  V,re  have  this 
clato  written  to  Mr.  Insuli  asking  him  to  prepare 
Uiis  Statement,  and  will  send  it  to  you  when  w>  re¬ 
ceive  it. 

(i)  Poiu*  agreements  dated  August  (5,  lidfiD,  have 
been  made  relating  to  dolls  or  toy  fivuros  for  the 
omuoomenfc  of  ohildren,  as  follows: 

(1)  :’.r,  Mi son  with  Edison  Phonograph  Toy 
Manufacturing  Company; 

(2)  .Edison  Phonograph  Company  with  E,  P.  T.f.'j'f 

^  horth  American  Phonograph  Company  v/ith 

»•  1 •  T •  M  f  g.  Co. 

T*  Co.  v/ith  Edison  Phonograph 

’forks.  -  1 

One  copy  of  each  of  'these  four  agreements  is 
enclosed  in  envelope  Mo.  11, 

(k)  Touching  clocks,  which  have  always  been 
to“t»?»  -n  r11  fh°no?::lt'aph  extracts,  we’ are  unable 
bL?\  in  f"  Adl!:on  8  absat>eo,  what,  agreements 
have  bo,n  made.  .  Put  it  is  distinctly  understood 
.dial  clocks  are  to  bo  reserved. 

.1)  Tii ere  are  a  number  of  contracts  to  WM-«v. 

Coit'ir  ipPinoott  u?d  the  American  Phonograph 

Company  are  parties,  but  we  suppose  it  is  nd  t  nee 
!“r‘°  •!»•“*»  ***«  with  reference  to' 

l’  *' .  thfy  d0  not  boar  immediately  upon  tho  sub- 
jeet  no ;7  to  bo  considered. 

,,,  „  .  (9)  Ke  ^y-baws  for  the  United  Co.  v.'e  are 

inTe  Ume  S9Vf  By-I,aWS‘  wil1  8»b«*it  them  to  you 
Jrll.  .  ?Jl0y  tu‘°  t0  contain  a  provision  that  all 
sale  of  i  Say  °aSh  in  8too3t»  rocelvod  for  the 

«io%  Lib  ^  rleh  ;  ar®  to  bo  ^'mediately  divided  among 
LinL  SL  ’13-  Pl'°bably  thei’e  a™  some  especial  ’ 
L  y0U  mxa&  lika  to  have  covered  in  the  By- 
-  If  !io«  pJ-0£U3°  favor  as  with  a  statement  of  thorn. 

(10)  Board  of  Directors  of  the  United  Co.  It 
is  understood  that  the  Board  is  to  consist  of  nine  inein- 
four’hfrLL  be,.nf"ed  by  the  (’raPhophone  Company,  and 
Jo  be  .  'w  n  Knd  nOUraud>  0X1(1  the  ninth  member 

oo  be  selected  by  mutual  consent. 

Hoping  you  will  find  tho  above  satisfactory, 
we  remaini°U  'VU1  b9  abl°  %°  U  early  attention, 


'tf 


(fyoMM  . (^Um/ 


3£T 

LI O' '.USE  AOREEMEHT  made  this  c 0  f  day  or 

Eo  comb  or ,  If’  89 ,  by  and  between  TH0IM5  A.- EDISON,  of 
Llewellyn  Par]:;,  State  of  Haw  Jersey, party  of  tho  first 
puinjt-.nit  A,  Pi .  DI  OK  oOiVaVJIY,  a  c or po rat i on  organiaod 
and  existing  Wider  and  by  virtue  of  tho  laws  of  the 
Stato  of  Illinois,  and  having;  its  principal  place  of  busi¬ 
ness  in  the  City  of  Chicago, in  said  Stato, party  of  tho 
second  part, 

WIGRRAO  tho  said  party  of  tho  first  part  io 
tho  inventor  of  an  improvement  in  preparing  autographic 
stencils  for  printing, for  which  letters  Patent  of  tho 
United  States  wore  grantod  to  him, dated  February  17th,, 13U0 
and  numbered  324, Ud5;  and 

YflHKEAS  the  said  party  of  tho  second  part, 
by  a  certain  ugro event, dated  tho  27th.  day  of  Juno,  18  37,  • 
made  by  and:  between  tho  said  party  of  the  first  part  and 
the  said  party  of  tho  second  part* tho  said  party  of  tho 
second  part  has  acquired  an  exclusive  liconse  to  mn- 
uf nature  and  to  grant  to  others  tho  right  to  manufacture 
apparatus  for  preparing  autographic  stencils  for  printing, 
containing  and  embodying  tho  said  -  invent ien  and  improve¬ 
ment  covered  by  tho  caid  Letters  Patent  Ho.  324,005, and 
to  coll  and  to  grant  to  others  the  right  to' cell  tho 
same  within  the  United  States, but  no*  for  export  to  for- 


(1) 


oign  countries,  subject  to  the  terms  and  conditions  in 
said  contract  more  -fully  sot  forth,  refer  one  a  to  which  is 
hereby  made  for  creator  particularity;  and 

tnintUSAS  the  said  party  of  the  second  part 
now  desires  to  obtain  from  the  said  party  of  tho  first  part 
a  lieonso  under  tho  for ego  in;;  patent  to  maimfac-tvire  and  to 
grant  to  others  the  right  to  manufacture  in  the  United 
Staton  for  export ,  vt  go  and  consumption  in  foreign  c  can trios, 
apparatus  for  preparing  autographic  stencils  ibr  printing, 
and  parts  thereof, containing  and  embodying  the  said  inven¬ 
tion  and  improvement  covered  by  the  said  Letters  Patent 
Ho.  224, (SOD, and  tho  said  party  of  the  first  port  is 
willing  to  grant  such  license  upon  tho  terms  and  condi¬ 
tions  hereinafter  not  forth: 

11017, 'Jfi njEijFOiffi ,  it  is  agreod  by  and  between 
tho  parties  hereto,  as  follows: 

FIRST,  in  consideration  of  the  sum  of  one 
dollar  to  the  cai  d  party  of  the  first  part  in  hand  paid 
by  the  said  party  of  the  second  part, the  receipt  whereof 
is  hereby  acknowledged, and  of  tho  further  consideration 
of  the  mutual  premises  hereinafter  made, tho  said  party 
of  the  first  part  agrees  to  grant  and  hereby  does  grant 
unto  tho  said  party  of  tho  second  part  tho  sole  and  exclu¬ 
sive  right  and  license  to  manufacture  and  to  lieonso  others 
to  manufacture  within  the  United  States  for  export, use  and 
consumption  in  foreign  countries, apparatus  for  propar- 


'  ! 

autographic  atone  ile  for  pr  hi  ting,  containing  and  embody. 
%a&  te'9  raid  invention  and  improvement  covered  by  said 
Letters  Patent  'To.  32-?  ,605,  for  and  during  the  term  of 
tho  Paid  lottora  Patent. 

SECOIID.  In  conaidoration  of  tlio  foregoing, 
t3io  oaid  party  of  tho  second  part  horeby  agrees  to  pay  to 
tlio  said  party  of  tho  first  part, as  a  royalty, tho  sum  of 
five  contG  for  ouch  and  overy  apocimon  of  tho  oaid  appara¬ 
tus  iuado  and  oxportod  by  it  or  its  license  os,  in  ijursuanco 
horoof, for  use  and  consumption  in  countries  other  than  tho 
Unitod  States, tho  said  royalty  to  bo  payable  on  the  15th 
days  of  January , April, July  and  Octobor  in  each  and  every 
yoar  during  tho  continuance  of  tliis  agroaaont. 

THIRD.  Tho  said  party  of  the  second  part 
fui'tJior  agrees  to  pay  to  tho  oaid  party  of  tho  first  part 
as  a  license  foo,five  per  cent,  of  tho  selling  price  of  all 
parts  of  apparatus  made, export ed;  and  sold, by  it  or  its 
licensees, for  tho  ronov/al  of  apparatus  previously  exported 
and  sold, pursuant  to  the  terms  and  provisions  of  this 
agro  a.ient , 

SWIRTH.  On  tho  Baid  15th  days  of  January, 
April, July  and  October, in  each  and  every  yoar, tho  said 
party  of  tho  second  part  ugroeo  to  make  a  full  and  true 
statement  to  tho: maid  party  of  tho  first  pert  of  all  ap¬ 
paratus  made  and  exported  by  it, in  iiurcuanco  of  the  terms 
hereof, containing  and  embodying  tho  invention  and  improve-  : 


'  I 

monfc  covered  by  said  Lett  ora  Putonfc  Ho.  224,0  35,  and  fur- 
thor  aero  os  that  it  will  hoop  and  cause  to  bo  kept ,  full 
and  accurate  books  of  account,  show  ing  tic  numb  or  of  arti¬ 
cles  containing  aM  ornbodyinG  tho  said  invontion  and  im¬ 
provement  mudo  and  exported  horo under, and  all  such  bo  dee 
of  ac comat,  together  with  all  contracts  and  other  doc¬ 
uments  relating  to  the  aforesaid  cub j oc t  matter  and  ap¬ 
pertaining  to  the  (luostion  of  determining  tho  arfount  of 
royalty  to  bo  paid  tho  said  party  of  tho  first  pert  here¬ 
under,  obeli  alv/ays  bo  open  to  tho  inspection  of  tic  said 
party  of  tho  first  part, or  his  authorized  agent. 

And  the  said  party  of  .tho  second  part  further 
ogrooc  to  notify  tho  said  patty  of  tho  first  part  of  each 
and  every  liconsO  that  it  shall  grant  under  this  contract 
within  ton  days  alter  tlic  granting  thereof, 

FIFTH.  The  said  party  of  tho  soednd  part  hore- 
by  agrees  that  it  will  not  organize  or  oauso  to  bo  organ¬ 
ized  in  any  country  other  tloon  the  United  States, any  cor¬ 
poration  or  corporations, company  or  companies, for  the  con¬ 
duct  or  exploitation  of  tho  business  car  rial  on  by  tic  said 
party  of  tho  second  part  in  tho  manufacture  and  solo  of 
apparatus  containing  and  embodying  the  said  invention  and 
improvement  covered  by  said  Letters  Patent  IIo.  324,665, 
or  parts  thereof ,  without  first  obtaining  tho  writ  ton 
consent  of  tho  party  of  tho  first  part,’ 

SIXTH.  Should  the  said  party  of  tho  second 


(4) 


part  violate  any  oi‘  the  provisions  oi’  tljits  cant  mot  urd 
continue  to  do  so  after  notice  in  writing  thereof  from 
the  said  party  of  tho  firot  part, then  tto  entire  tight  and 
licorice  hereby  grant od  shall  ipso  facto  couoe.and  all 
righto  granted  hereunder  shall  revert  to  the  party  of 
the  first  part, 

IN  WITHES S  WFIRROJ?  tho  said  party  of  tho 
first  part  ha  a  hereunto  sot  his  hand  and  seal,  and  the 
said  party  of  tho  socond  port  has  caused  its  corporate 
hano  to  bo  hereunto  subscribed  and  its  corporate  coal, 
to  bo  horouhto  affixed,  on  the  day  and  year  first  abovo 
vmitton. 


(5) 


[ATTACHMENT] 


Robert  Gilliland, deceased. 

I  received  a  ahenk  for  $90. S2  payable  to  the  Gilliland  Estate 
which  I  got  oashed  yesterday  without  knowing  hhat  you  olaimed  this  was 
for.  I  am  shown  to-day  a  reoeipt , dated  May  7th, in  which  you  claim 

that  this  is  for  final  raimograph  royalty. 


it  seems  to  me  without  question. 


The  patent  under  whiojt  Mr. Gilli¬ 


land  reoeived  does  not  run  out  fibr  six  years.  Ipiease  IpOX  at  your 
opntract  carefully  and  I  think  you  will  see  that  I  am  right. 

X  understand  the  amount  ydUj,  paid^|buld  ho  owing:/ anyhow, and  I 
think  I  would  not  be  estor/pQ&^^'  hooeptitiE 'this, and,  wi^jnot,by  aoopeting 
this, acknowledge  tiie  olaina  yqu  state  in  tijg.  if  y°u  80  oon" 

strue  it, i  will  rjaturn  tht>> money.  'Sw'"  '  • . 

Under  iny  understanding  of  the  contract  I  cannot  sign  the 
reoeipt  you  send.  Kindly  let  me  hear  from  you. 

Yours  truly, 


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JV2/ 


Thomas  A.  Edison  ; 

against  ; 

Ezra  T.  Gilliland  and  John  0.  : 

Tomlinson.  : 

- - 

SOUTHERN  DISTRICT  OE  NEW  YORK,  ) 

:  ss: 

City  and  County  of  New  Yoik,  ) 

THOMAS  A.  EDISON,  being  duly  sworn,  deposes 
and  says:  I  reside  at  Orange,  State  of  New  Jersey.  I  am 
an  inventor  by  occupation.  My  laboratory  where  I  work  is 
at  Orange  and  has  been  during  the  past  years.  My 

time  there  is  occupied  in  making  experiments  in  various 
lines  of  discovery  in  which  I  am  interested,  and  I  have 
many  assistants  and  employees  under  and  subject  to  my  con¬ 
trol.  ■  I 

In  June,  1888,  the  defendant  Tomlinson  was  and  j 
had  been  for  nearly  four  years  my  personal  and  confidential! 
Attorney  at  Law  and  advisor,  and  often  acted  in  various  j 

enterprises  as  my  agent  or  Attorney  in  fact.  He  had  my  j 

confidence, and  up  to  that  time, I  b elieved  in  all  transac-  j 
tions  that  his  advire  and  assistance  to  me  were  disinter-  j 
ested  and  faithful.  j 

My  relations  with  the  defendant  Gilliland  in  j 
the  month  of  June,  1888,  were  also  intimate  and  confiden¬ 
tial  in  both  personal  and  business  matters.  About  four 
years  ago ’Mr.  Gilliland  left  the  employ  'Sf..the  Bell  Tele- 


ftcdhv 


2 

phone  Company  at  Indianapolis,  at  my  request,  and  came  to 
Orange  as  an  assistant  and  friend  in  my  laboratory.  He" 
came  upon  my  guaranteeing  to  him  that  in  my  service  he 
would  make  at  least  as  much  during  the  ensuing  five  years, 
per  year, as  he  was  then  making  in  his  then  o  conation. 
After  coming  to  me  and  vp  to.  June,  1888,  he  had  been  en¬ 
tirely  associated  with  me,  giving  his  entire  time  and  at¬ 
tention  to  my  matters  and  acting  as  my  friend,  business 
advisor  and  agent  in  business  transactions.  I  considered 
Tomlinson  my  confidential  counsel, and  Gilliland  my  confi¬ 
dential  agent,  at  the  time  of  the  transactions  hereinafter 
related.  In  transactions  previous  to  th  e  one  about  to  be 
detailed  in  this  statement,  notably  in  the  Railway  Tele¬ 
graph  Company,  they  had  jointly  acted  for  me  as  my  agents 
and  advisors  in  carrying  throu^i  the  deal. 


The  Edison  Phonograph  Company  is  a  corporation  I 
organized  under  the  Laws  of  the  State  of  New  Jersey,  on  the; 

day  of  1887,  wi  th  a  capital  stock  of  ; 

$2,000,000.,  divided  into  12,000  shares  of  the  par  value  I 
of  $100.  each.  On  the  28th  day  of  December,  1887,  I  sold  ! 
|  to  the  Company  aforesaid  certain  o  f  my  patents  and  invei-  j 
j  tions  relating  to  phonographs  and  received  in  payment  j 

therefor  11,960  shares  of  its  capital  stock,  fully  paid. 

A  small  portion  of  that  stock  I  afterwards  parted  with, 
but  I  am  still  the  owner  of  10,350  shares  and  control  all 
:  the  remaining  shares,  excepting  150  shares,  and  did  control; 
all  of  the  said  11,350  shares  of  such  stock  during  the  nego-j 


'  \  '  i\: 

5 

tiations  here  inafter  referred  to. 

In  the  month  o  f  May,  1888,  Mr.  Tomlinson  visit¬ 
ed  me  at  my  laboratory  in  Orange,  and  stated  that  he  wished 
to  have  an  interview  with  me  upon  a  subj  ect  of  importance. 

I  therefore  excused  myself  to  a  number  o f  men  who  were 
about  me,  and  in  order  to  have  an  opportunity  for  a  private 
consultation,  Mr.  Tomlinson  and  I  walked  down  through  the 
laboratory  yard  as  far  as  an  apple  tree  seme  fifty  feet 
from  the  laboratory,  and  sat  down  under  the  tree  and  had 
our  conversation.  At  that  interview  he  asked  me  if  I 
would  sell  the  phonograph.  He  said  that  parties  had  come 
to  him  who  wanted  to  purchase  it  and  would  purchase,  as  a 
syndicate,  the  whole  phonograph  affair,  taking  the  whole  j 
of  it  off  our  hands,  and  he  urged  me  to  sell  outright  for 
cash,  saying  that  it  was  a  great  deal  better  for  me,  having; 
my  laboratory  in  good  condition,  to  spend  my  time  in  get¬ 
ting  up  new  inventions  than  to  take  the  risk  of  merchandis-  j 
ing  the  phonograjh.  He  talked  to  me  in  this  strain  a  longj 
while,  and  so  convinced  me  that  it  was  better  to  sell  the 
phonograph  outright. 

I  told  him  that  if  the  phonograph  was  good  for 
others,  it  was  good  for  me,  and  that  I  could  not  see  why 
we  could  not  merchandise  the  phonograph  since  everything 
was  organized  and  it  was  being  constructed,  but  that,  of 
course,  I  was  always  open  to  an  offer.  He  said  that  he 
was  sure  he  could  put  through  a  deal  and  get  a  large  sum  in 
cash,  and  I  think  he  mentioned  at  that  interview  that  the 
principal  party  in  the  proposed  syndicate  was  Theodore  N. 


Vail  and  his  associates.  The  name  of  Mr.  Gilliland  as 
negotiator  was  not  mentioned  between  us  at  this  interview; 
he  was  not  present,  and  I  knew  of  no  connection  between  him 
and  Mr.  Tomlinson  in  the  matter.  Mr.  Tomlinson  urge  d  me 
and  advised  me  to  sell,  in  my  own  interest.  I  told  him 
that  I  was  not  anxious  to  sell,  but  was  always  open  to  an 
offer,  and  1  further  stated  that  he  might  go  in  and  repre¬ 
sent  me  far  enough  to  see  what  offer  he  could  get.  He 
stated  that  his  desire  was  to  serve  me  personally  and  that 
he  would  examine  further  into  the  matter  on  my  behalf  and 
report  to  me  the  result. 

I  cannot  fix  the  date  of  this  interview.  1 
should  think  that  it  was  about  the  20th  of  May,  1888. 

There  were  men  at  worit  on  the  new  phonograph  factory.  I 
understand  that  a  start  had  been  made  at  the  walls  of  the 
phonograph  factory  on  the  28th  of  May,  but  I  believe  also 
that  for  some  days  prior  to  that  men  had  been  engaged  dig¬ 
ging  at  the  foundation,  and  therefore  I  am  not  certain 

whether  the  walls  had  been  begun,  or  not.  I  should  place  j 

! 

the  interview  between  the  20th  of  May  and  the  1st  day  of  j 
June,  though  it  may  have  been  a  few  days  later  than  the  j 
1st  day  of  June  . 

Between  the  date  of  the  interview  just  recount¬ 
ed  and  the  12th  day  of  June,  I  had  another  interview  with 
Mr.  Tomlinson  in  regard  to  the  same  subject.  I  do  no  t  now] 
remember  whether  Mr.  Gilliland  was  present  or  not,  but  be-  | 
tween  the  same  dates  just  referred  to  I  learned  that  Mr.  I 


the 


Gilliland  and  Mr.  Tomlinson  were  acting  t  og  ether  in 
negotiation  on  my  behalf,  and  I  learned  at  some  time  during 
the  progress  of  the  negotiations,  and  perhaps  during  the 
period  just  named,  that  Mr.  Gilliland  had  initiated  the 
negotiation  and  had  called  Mr.  Tomlinson  in  to  assist  in 
the  matter,  and  that  it  was  in  pursuance  of  such  arrange¬ 
ment  that  Mr.  Tomlinson  had  broached  the  subject  to  me. 

At  the  interview  now  being  described,  I  discussed  with  Mr. 
Tomlinson  the  terms  upon  which  a  possible  sale  of  my  stock 
in  the  phonograph  company  might  be  made  to  the  parties  with 
whom  he  was  dealing,  and  at  the  same  interview  I  learned 
that  the  parties  with  whom  he  was  dealing,  instead  of  being 
Vail  and  associates,  were  Mr.  lippincott  and  associates. 

I  was  not  desirous  of  selling  the  phonograph. 

My  principal  desire  was  to  keep  it  and  exploit  it,  and 
therefore  it  was  that  X  was  a  reluctant  principal  in  the 
negotiation,  and  my  Counsel,  Mr.  Tomlinson,  found  it  neces-i 
sary  to  bring  to  bear  every  consideration  that  came  to  his  | 
mind  to  induce  me  to  listen  favorably  to  terms.  As  a  re-  j 
suit  of  much  talk,  however,  I  sketched  on  paper,  in  the 
form  of  a  pencil  memorandum,  the  conditions  upon  whi  eh  I 
would  be  willing  to  part  with  my  phonograph  stock.  The  j 
memorandum  does  not  contain  the  price  which  I  was  to  ask  j 

for  the  same,  because  the  offer  had  already  been  made  to  i 

me  by  Mr.  Tomlinson,  as  coming  from  Mr.  lippincott  and  j 

associates,  of  $500,000  for  the  stock.  The  principal  i 

points  covered  by  the  written  memorandum  and  insisted  upon  | 
by  me,  had  reference  to  other  matters  than  the  amount  to  bo 


\  ■  r 

6 

received.  I  sketched  upon  the  memorandum  referred  to,  the 
conditions,  as  I  have  said,  and  delivered  the  memorandum  to 
Mr.  Tomlinson.  I  have  no  recollection  of  the  date  of  do¬ 
ing  this,  but  I  have  reason  to  believe  that  it  was  prior  to 
the  12th  day  of  June,  1888.  At  this  interview  I  asked 
about  Mr.  Lippincott,  and  about  his  connection  with  the 
graphophone,  and  what  he  proposed  to  do  with  the  phono¬ 
graph.  X  also  asked  what  Lippincott  was  willing  to  do  in 
regard  to  my  phonograph  factory,  and  my  contract  for  making 
phonographs,  and  they  stated  in  reply  that  he  was  willing 
to  do  what  I  wished  in  that  regard. 

I  first  refused  to  sell.  I  stated  to  then 
that  I  did  not  want  the  money,  so  why  should  I  sell.  I 
said  "Simple  interest  on  half  a  million  dollars  will  bring 
me  only  $30,000.  a  year,  and  in  the  general  scramble  in 
this  business,  I  am  sure  to  make  that,  anyway". 

On  the  12th  of  June,  or  thereabouts,  Mr. 
Gilliland,  Mr.  Tomlinson  and  Mr.  Lippincott  •  came  to  my 
laboratory  and  we  had  an  interview.  Mr.  Lippincott  j 

brought  with  him  .the  memorandum!  which  I  had  prepared  in  ad-  ! 
vance  of  this  date  and  gdveitto  Mr.  Tomlinson.  This  was  j 

the  first  time  that  I  had  met  Mr.  Lippincott.  Our  talk  I 

was  general,  and  had  reference  to  the  relations  which  he 
proposed  to  establish  between  the  phonograph  and  the  graph-  j 
ophone,  and  also  to  the  other  features  of  the  manorandun  j 
which  I  had  prepared  and  given  to  Mr.  Tomlinson.  No  defi-  j 
nite  conclusion  was  arrived  at  at  this  interview,  but  Mr.  j 


I  '  {■ 

7  ! 

Lippincott  returned  to  New  York,  taking  wi  th  him  the  man- 
orandum  in  my  handwri  t  ing.  I  remember  no  other  interviews 
until  June  when  another  interview  was  had  at  my  labora¬ 
tory,  between  Mr.  Tomlinson  and  Mr.  Gilliland  and  myself . 

The  interview  took  place  in  my  library.  I  remember  that 
Mark  Twain,  and  George  lies  late  o  f  th  e  Windsor  Hotel, 
Montreal,  were  at  the  laboratory  at  the  time  that  this  in¬ 
terview  took  place,  and  I  was  trying  to  get  through  with 
the  interview  as  quickly  as  possible,  so  as  to  return  and 
attend  to  these  visitors.  Mr.  Tomlinson  brought  with  him 
at  this  interview,  a  letter  from  Mr.  Lippincott,  dated 
June  21,  announcing  that  ho  had  been  to  Washington  in  con¬ 
sultation  with  some  of  his  friends,  and  that  he  had  gone 
over  with  them  the  points  in  my  written  memorandum,  in  de¬ 
tail;  and  in  this  letter  Mr.  Lippincott  commented  upon  each 
point  separately,  seriatim.  I  glanced  over  Mr.  Lippin- 
cott’s  letter  and,  finding  that  in  some  point  or  other,  he 
proposed  a  modification  of  the  terms  contained  in  my  writ¬ 
ten  memorandum,  I  stated  to  Tomlinson  and  Gilliland  that  I  \ 
would  have  nothing  to  do  with  the  negotiation.  I  then 
reiterated  the  many  arguments  that  I  had  already  spoken  of  j 
for  not  making  the  sale,  and  above  all  things,  my  general  | 
reluctance  to  do  so;  but  they  argued  with  me  for  an  hour  j 
or  so,  in  reference  to  the  matter,  stating  that  they  were  \ 
assured  that  it  was  for  my  interest  to  make  the  sale  and  j 

I 

not  to  allow  it  to  fall  through.  Mr.  Tomlinson  said  he  | 
knew  it  would  be  more  money  in  hi  s  pocket  if  the  sale  was  i 


\ 


8 

not  made,  but  that  a  bird  in  the  hand  was  worth  two  in  the 
bush,  and  that  he  thovght  my  interests  lay  in  effecting  the 
sale.  He  urged  me  to  make  the  sale  solely  because  it 
would  benefit  me.  He  thought  that  personally  he  could 
make  more  if  X  did  not  make  the  sale,  but  he  assured  me 
that  his  advice  was  thoroughly  disinterested  and  that  he 
had  in  view  my  interests  alone.  At  one  time  during  the 
interview,  I  turned  and  abruptly  refused  to  sell,  and  used 
these  words:  "Why  do  you  insist  on  this  so  strongly, 

against  my  wishes  ?  What  motive  have  you  ?  I  wish  Iiip- 
pincott  had  never  been  born.  This  has  disturbed  all  my 
plans  and  thrown  me  all  out."  They  then  cane  forward  with 
fresh  arguments,  until  I  consented  to  make  a  fresh  memor¬ 
andum,  which  I  did,  and  which  they  took  with  them  to  show 
Iiippincott  again.  At  the  interview  referred  to,  I  also 
made  use  of  the  words:  "Mark  my  word,  you  will  regret  the 

day  that  this  matter  was  ever  brought  up." 

At  the  interview  just  referred  to  I  asked 
Gilliland  what  would  become  of  his  contract  with  tire  Edison 
Phonograph  Company,  and,  by  "his  contract"  I  meant  a  con¬ 
tract  in  writing  between  Gilliland  and  the  Phonograph  Com¬ 
pany  executed  October  28th,  1887,  whereby  Gilliland  was 
made  the  selling  agent  of  the  Edison  Phonograph  Company. 

I  had  caused  this  contract  to  be  made  with  Gilliland  at 
that  time,  at  his  request  and  upon  his  importunity.  He 
was  desirous  of  having  the  contract  made  wi  th  him,  and, 
holding  the  relations  that  I  did  with  him,  and  knowing  that 


I  would,  be  able  to  control  the  contract  at  all  times,  I 
consented  to  the  Phonograph  Company's  making  it.  I  asked 
Gilliland,  therefore,  how  his  contract  would  be  afibcted 
by  the  sale  of  the  Phonograph  Company  to  Lippincott,  and  I 
was  told  by  him  that  Lippincott  would  give  him  a  stock  in¬ 
terest  in  a  company  which  he  proposed  organizing,  for  his 
contract.  I  asked  him  how  much  he  was  to  receive,  and  was 
told  by  him  that  he  was  to  receive  $250,000  in  stock.  1 
asked  him  if  he  was  to  get  any  cash,  and  he  said  no,  that 
as  his  contract  was  of  prospective  value,  Lippincott  would 
only  pay  in  kind,  that  is,  in  stock  having  a  prospective 
value.  I  asked  what  the  capital  of  the  proposed  company 
was  to  be,  and  they  stated  to  me  $5,000,000  or  $6,000,000. 

1  asked  what  the  stock  would  be  worth,  and  Gilliland  said 
that  it  was  not  worth  anything,  but  that  he  was  willing  to 
accept  it  for  his  contract,  and  take  the  risk  for  the  fu¬ 
ture,  and  .it  certainly  would  have  some  value  if  the  com¬ 
pany  owned  all  the  right  for  phonograph  apparatus.  I 
asked  what  they  thought  the  value  would  be,  or  they  could 
sell  it  for,  and  Gilliland  said  they  might  get  $70,000,  if 
the  deal  went  through  as  Lippincott  expected.  I  asked  him 
if  he  got  no  expenses  back,  whatever,  in  cash,  and  he  said 
no.  It  was  then  that  I  stated  to  Gilliland  and  Tomlinson 
that  they  might  continue  the  negotiation  with  Lippincott 
and  carry  it  through  upon  the  basis  of  my  modified  memoran-  j 
dum,  if  they  could. 


I  do  not  remember  any  further  interviews  in  re- 


10 


gard  to  this  subject  until  the  27th  day  of  June,  1888. 

In  the  afternoon  or  evening  of  that  day,  Lippincott  and 
Gilliland  came  to  me  at  Orange  and  said  that  lippincott 
had  agreed  to  all  my  conditions.  We  thereupon  sat  down 
to  prepare  the  contract.  We  looked  over  a  draft  of  memor¬ 
andum  or  contract  which  Mr.  Tomlinson  had  with  him,  and  we 
sat  up  all  night  preparing  a  new  contract.  I  am  certain 
that  they  brought  with  them  on  this  occasion  some  kind  of  a 
draft  of  contract  or  memorandum  proposed  to  be  made  the 
basis  of  a  contract.  I  looked  it  over  and  saw  certain 
things  in  it  that  I  would  not  agree  to.  They  stated  that 
Lippincott  would  males  an  agreement  in  accordance  with  the 
memorandum  or  contract,  and  the  thing  to  be  closed  right  '! 
up.  I  stated,  "There  are  some  things  here  I  won't  agree 
to  myself,  but  suppose  you  stay  here  to-night,  and  we  will 
get  up  a  contract,  go  over,  and  present  it  to  Lippincott  as; 
a  basis  to  argue  on."  I  noticed  one  marked  defect  in  the  j 
proposed  contract,  which  was  this:  it  provided  that  I  was; 

to  sell  and  deliver  forthwith  my  stock  in  the  Edison  Phono- 
graph  Company,  receiving  therefor  only  a  contract  to  pay  i 
the  purchase  price  in  instalments.  I  said,  "Mr.  Tomlin¬ 
son,  if  I  thus  surrender  everything,  and  pass  title  to  it, 
and  the  buyer  then  fails  to  keep  his  contract  with  me,  I 
will  have  nothing  but  a  lawsuit  against  him,  and  will  have  | 
parted  with  all  my  property  and  tied  up  my  factory."  I 
consequently  suggested  that  the  stock  be  retained  as  secur¬ 
ity,  to  be  placed  in  the  hands  of  a  trustee  and,  in  the 
event  of  failure  to  pay,  delivery  should  be  made  at  par  in- 


11 


stead,  of  on  a  basis  of  forty- two  cents  on  the  dollar  for 
the  whole.  I  also  objected  to  a  provision  which  compelled  ; 
me  t o  deliver  to  Mr.  Lippincott  the  Hemenway  stock.  I  be¬ 
lieve  there  were  other  points  in  which  the  contract  as  pro¬ 
posed  struck  me  unfavorably.  So,  we  sat  up  all  night  and  ! 
drew  up  the  contract,  and  in  the  morning  we  went  to  the 
office  of  Mr.  lippincott  on  Barclay  Street,  ready  to  argue 
out  the  points  of  the  contract,  so  that  Mr.  lippincott 's 
attorney  could  then  draw  up  a  final  contract. 

Mr.  Gilliland  and  Mr.  Tomlinson  and  myself  went 
to  Mr.  lippincott' s  office  on  the  28th  day  of  June.  Mr. 
lippincott  took  the  rough  contract  which  we  had  prepared, 
read  it  over,  did  not  object  to  any  of  the  points,  placed 
the  contract  on  the  table  and  handed  me  a  pen  to  sign  it, 
and  I  was  very  much  astonished  that  he  should  consider  that  | 
the  final  contract  and  not  refer  it  t o  his  attorney.  He 
seemed  to  be  very  anxious  that  it  should  be  closed  imme¬ 
diately.  He  merely  glanced  over  the  contract,  spoke  to  me 
about  the  new  provision  touching  the  Hemenway  stock,  and  j 
asked  me  if  I  agreed  to  deliver  the  Hemenway  stock,  where¬ 
upon  I  said  no,  that  I  did  not  agree  to  deliver  it,  but 
would  make  an  allowance,  as  was  stated  in  the  contract.  j 

That  was  all  he  asked  about  it.  I  was  very  much  surprised  ! 
that,  without  further  discussion  and  without  referring  the 
matter  to  his  attorney,  he  took  the  pen,  offered  it  to  me, 
and  after  I  had  signed,  he  signed  the  contract  himself. 

X  did  not  suppose  that  the  contract  would  be  signed  that 
day,  because  I  supposed  that  he  would  require  to  consider  j 


12 


and  consult  about  the  changes  I  had  made.  I  did  not  see 
any  other  contract  signed  that  day  at  Mr.  lippincott's  of¬ 
fice  besides  the  one  that  I  speak  of  now.  If  there  were 
other  contracts  signed  there,  I  did  not  know  of  it.  I  did 
not  know  that  other  contracts  had  been  drawn  tip  the  night 
before.  I  saw  writ ing. going  on  at  Mr.  lippincott's  office 
that  day,  and  saw  Mr.  Tomlinson  writing,  but  I  did  not  know 
what  it  was,  nor  did  it  awaken  any  curiosity  or  suspicion 
on  my  part.  V/hen  I  loft  Mr.  lippincott's  office  Mr.  Tom¬ 
linson  and  Mr.  Gilliland  were  with  mej  We  all  left  to¬ 
gether.  I  started  for  heme.  Tomlinson  said  that  he  had 
to  go  to  his  office  and  I  do  not  remember  what  Gilliland 
did. 

I  am  informed  that  on  June  1st  Mr.  Tomlinson 
prepared,  with  Mr.  lippincott,  a  memorardum  of  terms  upon 
which  a  sale  should  be  negotiated,  and  that  it  was  agreed 
between  them  that  Mr.  Tomlinson  should  submit  the  memoran¬ 
dum  to  me  on  Sunday,  June  3rd,  and  should  telegraph  to  him,  j 
Mr.  lippincott,  at  Pittsburgh, whether  the  terms  wore  satis-! 
factory  to  me.  I  have  seen  a  copy  of  such  memorandun,  the 
same  having  been  shown  to  me, since  the  1st  day  of  August,  j 
1888.  No  such  memorandun  or  copy  thereof  was  ever  shown  j 
me  by  Mr.  Tomlinson,  either  on  June  the  3rd,  or  at  any  ! 

other  t  dme . 

I  annex  to  this  affidavit  a  copy  of  the  manor- 
andun  in  pencil  which  I  have  stated  I  delivered  to  Mr.  Tom¬ 
linson  prior  to  Juno  12th,  marked  Exhibit  A;  and  I  annex 
hereto  a  copy  of  the  memorandun  prepared  by  Mr.  Tomlinson 


13 


on  June  1st  and.  delivered  to  Mr.  Lippincott  on  that  day,  a 
duplicate  of  which  he  stated  to  Mr.  Lippincott,  as  I  am  in¬ 
formed,  he  would  submit  to  me  on  June  3rd. 

Neither  Mr.  Gilliland  nor  Mr.  Tomlinson  ever 
stated  to  me  that  Mr.  Lippincott  had  agreed  to  purchase  the 
stock  which  Mr.  Gilliland  was  to  receive  for  his  agency 
contract,  at  his,  Mr.  Gilliland's,  option,  at  par.  The 
earliest  date  at  which  either  Mr.  Gilliland  or  Mr.  Tomlin¬ 
son  ever  stated  to  me  that  Mr.  Gilliland  was  to  receive  any 
compensation  for  his  agency  contract,  was  the  21st  day  of 
June,  when  both  were  present  at  my  laboratory,  and  when  the 
interview  in  relation  to  the  agency  contract  took  place  as 
above  recited.  After  the  28th  of  June,  Mr.  Tomlinson  and 
Mr.  Gilliland  brought  Mr.  Lippincott  over  to  the  laboratory 
and  to  the  factory,  but  nothing  took  place  worthy  of  note, 
excepting  that  while  in  the  Library  Mr.  Tomlinson  took  me 
to  one  side  and  informed  me  that  he  had  done  a  great  deal 
of  hard  work  in  connection  with  the  sale  of  the  phonograph, 
and  did  not  have  much  stock  in  the  Edison  Phonograph  Com¬ 
pany  included  in  the  sale,  and  would  not  make  much  money, 
and  asked  me  if  I  would  not  make  him  an  allowance .  I  said 
"How  much  do  you  think  you  ought  to  have,  Tomlinson  ?"  He 
said  six  or  seven  thousand  dollars.  I  said  "If  everything  j 
ccmes  out  all  right,  I  will  allow  you  that  amount.’'’ 

I  do  not  remember  seeing  Tomlinson  after  that 
until  after  his  return  from  Europe,  but  Gillilawl,  about  : 
the  24th  or  25.th  of  July,  came  over  and  represented  t  o  me  j 


that  as  the  deal  was 


closed  and  he  could  not  keep 


agents  off  any  longer,  and  was  afraid  to  meet  them  owing 
to  the  fact  that  he  had  made  many  promises,  and  that  they  I 
would  make  it  unbearable  for  him,  he  stated  that  he  would 
like  to  go  to  Europe  until  the  thing  blew  over.  I  asked 
him  how  soon.  He  said  as  soon  as  he  could  get  ready.  1 
said,  "If  you  can  get  ready  to  go  within  three  or  four  days, 
I  would  like  to  send  a  phonograph  and  box  of  cylinders  by 
you  for  Gouraud."  He  said ’all  right.  He  imnediately 
took  steps  to  secure  his  passage,  to  go  on  the  1st  of 
August,  but  I  received  a  note  or  a  telegram  frcrn  him,  stat¬ 
ing  that  he  could  not  get  passage  by  the  1st  of  August,  and  ; 
that  he  had  concluded  to  put  it  off  until  the  4th  of 
August,  and  stated  that  Tomlinson  was  to  accompany  him.  ! 
This  was  the  first  time  I  knew  Tomlinson  was  going  to 
Europe. 

At  an  interview  with  Mr.  Lippincott  subsequent  -  I 
ly  to  June  28th,  he  told  me  that  Tomlinson  had  told  him  j 
that  I  stated  in  conversation  wi  th  Tomlinson  that  I  did  not  I 
need  the  money,  and  .Torn  14b-  a  eft  said  that  this  was  the  reason 
why  he  changed  his  proposition  from  one  of  cash  to  one  of  ; 
time  payments. 


in  my  opinion,  as  they  have  I  ar,i  told  '.juito  a  foreign 
trade,  and  mat,  look  forwd  to  the  day  when  our  patents 
will  bo  out,  A.  e.,  4  \/,\  years,  when  they  would  b"  re¬ 
lieved  i'rorn  contract  with  us. 

171  FT; i .  They  cert  ainly  would  not  a -roe  to  a  c  on  t  "lie  t 

compel]  in;;  them  to  buy  of  us  after  patents  Were  out,,;  hone 
at  t,hn  expiration  of  A  1/n  yews  they  would  hn -in  (jot. 
themselves  in  such  a  aArowj  position  by  contracts  made 
wi  ttt  local  companies,  over  vpj  oh  we  could  ’  avo  no  control 
that,  we  viould  -'O  left,  out  in  tlio  cold. 

( 'i  1/i )  The  Thom  ae  n-1  ioust  on  lompany  to  take  a  license 

on  throe  v,i)’o  srst. cm. 

•Thin  i«t,ont,  i»  ,*ond,  holds  for  1  ,'j  yours;  it 

controls  direct  dent  ml  station  lighting;  no  alternating 
system,  with  its  lid  per  cent  loss,  can  for  a  moment  com¬ 
pote  in  small  towns  for  mile  areas;  it  is  as  inexpons  ivo 
as  mtcniat.  ing;  80  po  p  cent  of  tho  pay  inn  business  in  a 
small  town  is  within  this  urea;  an  alternating  system  in 
tills  area  competing  with  the  direct  would  lose  money  at 
rat o s  where  tho  direct  would  pay  a  dividend.  If  you  give 
them  a  license  for  this  ayst.on,  even  witli  out  the  lamp, 
thoy  would  kill  our  isolated  business  as  v/oll  as  fl antral 
business  in  every  town  tho  license  extended  to;  vi  it h  the 
lamp  lie en nn  it  would  bo  absolutely  dead  and  we  got.  a 
small  return,  but  with  tho  proviso  in  tho  memorandum  that 
altomnt  in/;  may  be  used,  they  would  use  this  syst  em  to 
obviate  tho  necessi  ty  of  buying  direct  machinery  from  us. 
If  you  nitiko  it  compulsory  that  thoy  only  use  direst  sys¬ 
tem  in  mile  areas  and  extend  beyond  with  alternating, 


nn  '"or  t>:is  purpose,  outside  lumps.  'fi-o; 
to  this;  they  will  not.  bind  t.  homelvoa. 
too  Of  rc.jno ,/ino  profit.  The  ''uoa,*or  of  1 
Houston  Ho.  wouldn't  darn  w  do  it.  If  i 
be  for  u  short,  period,  in  which  j.eriotl  t] 
tnn,"lo  tbi-i'is  that  fit  its  expiration  wo  v 
nri'imisntiori  for  that  class  of  business, 
lose  a  p rue tie nil y  continuous  and  profits 
unci  one  v/hi  ch  tfoovrs  "ith  the  growth  of  th 
the  fj.'to  or  a  short  /piurantoo  of  profits 
puny,  which  in  the  present  a  tat  o  of  the  a 
ri,;ht  i,o  what  they  now  soil ,  and  Which  ha 
opacity  to  do  t,>in  bus inoss  any  better  tv 
havo  tin  lo  <3  J 

Prom  false  prcminoG  your  mind  has  b 
Vib.  th  the  impo  r  tanco  of  the  Thomson-. lousto 
business  capacity  nnd  the  results  they  ha 
and  y  at  have  drawn  a  conclusion  from  Yfhat 


tr%  they  pj»kn  the  local  people  fcsjio  all,  and  pay  them- 
besides.  A/;nin,  the  I’lioma^n-Hotiston  0o.,  and,  in  fact, 
all  the  Clomp  anies  admit.  th  *>y  make  o"  thine  on  in  can  descent 
li^ht  in;;,  yet  the  ’Cdiaon  ’'ho p a  showed  -'feson, ooo  profit, 
and  Real' only  touched  thn  stm.ll  town  businoss,  while  the 
■L'linnison-Houston  people  have  clone  all  the  ir  work  in  the 
ana  11  towns.  A  dynamo  of  40  horse  power  when  sold  for 
arc  li/'htinf'  brings  double!  thf*  price  as  if  sold  for  in¬ 
candescent.;  yet  it  costs  not  a  cent  morn. 

I  have  tried  for  years  to  <;nt  the  I’diton  ’.o*v!*'ty 
or  ."other  Urwxel,  Morgan  &  no.,  to  allow  tho  shops  to 
do  tho  small  town  business,  but  the  restrictions  wore  so. 
i;reut  that  the  shops  did  not  fool  like  tak  in/;  the  risk, 
and  after  ws  finally  decided  to  take  tho  risk  and  rfl  in 
and  had  m’ranged  with  tho  best  man  in  tho  country  to  tuke 

1 


Memorandum  as  to  points  to  be  oovered  by  the  new  Contract 
wi th  Mr.  Gouraud 

No  renting  except  by  permission  of  Edison. 

Edian  getB  one- third  of  the  rent  in  case  he  agrees. 

Wherever  phonogrqphB  are  sold  through  an  incorporated  com¬ 
pany,  Edison  is  to  get  one-third  of  the  profit,  which  is  to  in¬ 
clude  royalty,  but  no  corporation  to  be  formed  in  any  case  without 
Edison's  permission. 

Edison  to  get  one- third  of  what  Gouraud  gets  from  profits 
on  exhibitions. 

Manufacture  of  cylinders,  both  mailing  and  otherwise,  dupli¬ 
cation  of  cylinders  to  be  kept  a  trade  secret,  if  Edison  so  pre¬ 
fers,  in  consequence  of  the  difficulty  of  covering  such  things 
by  patents. 

To  protect  the  U.  S.  as  against  Europe  and  other  foreign 
territory  and  foreign  territory  against  the  U.  s. 

Edia>n  to  have  the  right  to  establish  factories,  if  he  con¬ 
siders  so  desirable,  one  in  England  and  one  on  the  Continent  of 
Europe,  besides  his  American  factory.  If  found  more  economical 
so  to  do  he  to  supply  the  material  of  this  character  from  his 
American  factory  at  his  option.  These  factories  to  be  established 
on  same  general  basis aB  the  American  factory,  except  profit  to 
manufacturer  to  be  35*.  T0  this  profit  is  to  be  added  a  45* 

royalty,  of  which  Gouraid  is  to  receive  two-thirds  and  Editfn  one- 
third. 


(  2  ) 

In  forming  Companies  this  right  of  manufacture  must  in  all 
oases  be  reserved  by  Gouraud. 

Capital  to  be  subscribed  for  the  manufacture  of  these  parts, 
if  Edison  should  deoide  to  make  them  abroad,  in  the  same  way  aB 
the  formation  of  the  Edison  Phonograph  Works. 

If  phonograph  business  sold  out  for  any  particular  purpose, 
Edison  to  receive  one-third  profits  continuing  or  otherwise. 

If  Gouraud  in  merchandising  the  phonograph  diould  develop 
any  particular  side  business  in  connection  therewith,  Edison’s 
one-third  profit  to  come  out  of  this. 

Must  be  a  very  strong  clause,  stating  1 1-fit  xacjc  SbcxKtc  rfy 
short  term  patients  taken  out  in  any  country  so  aB  to  limit  American 
patents  to  less  than  14  years,  acts  of  itself  as  a  cancellation  of 
the  contract.  I  refer  here  to  Gouraid's  right  to  take  out  patents. 

The  uncertainty  of  the  olause  as  to  the  reduction  of  royalty 
should  be  strai^itened  out. 

Price  at  which  phonograph  is  to  be  sold  to  be  fixed  by  Edison, 
but  shall  not  in  any  case  exceed  200X  of  the  cost  of  phonographs 
delivered. 

In  redrawing  oontraot  extraordinary  care  diould  be  exercised 

to  use  as  far  as  possible  the  same  language  as  exists  in  the 

present  Gouraud  contract.  Care  should  also  be  taken  to  deal 

with  eaoh  item  of  the  oontraot  in  about  the  same  order  as  there 

dealt  with  in  the  present  Gouraud  contract.  In  every  case  where 

cost  of  phonograph  is  mentioned,  that  oost  means  plus  the  manuffio- 
tur ar’ s  profit.  . . .  i( 


HARRY  F.  MILLER  FILE 


1890 


LABORATORY  . 

THOMAS  A.  EDISON, 

ORANGE,  N.  J. 

b  o  n  d  ,  of  the  American  surety  company, 

Edison  against  liability  on  his  bond  given 

United  Edison  Mfg.  Co.  upon  replevying  the 
New  Jersey. .  . 


indemnifying  Mr. 
on  behalf  of  the 
plant  at  South  Amboy, 


KNOW  ALL  MEN  BY  THESE  PRESENTS, 
That  we,  THE  EDISON  UNITED  MANUFACTURING  COMPANY  and  the 
UNITED  EDISON  MANUFACTURING  COMPANY,  both  corporations 
art  he  State  of  New  York,  as  principals,  and  the  AMERICAN 
SURETY  COMPANY  OF  NEW  YORK,  as  surety, are  held  and  firm¬ 
ly  bound  unto  THOMAS  A.  EDISON  of  the  Township  of  West 
Orange,  County  of  Essex  and  State  of  New  Jersey,  and 
FRANCIS  R.  UPTON,  of  Orange,  New  Jersey,  in  the  just  and' 
full  sum  of  Five  Thousand  Dollars,  lawful  money  of  the 
United  States,  to  be  paid  to  the  said  Thomas  A.  Edison 
and  Francis  R.  Upton,  their  heirs,  executors,  adminis¬ 
trators  and  assigns,  for  which  payment,  well  and  truly 
to  be  made,  we  do  bind  ourselves,  our  and  each  of  our 
successors,  jointly  and  severally,  firmly  by  these  pres¬ 
ents. 

Sealed  with  our  seals  and  dated  the  ^f^day  of  Feb¬ 
ruary  A.  D. ,  one  thousand  eight  hundred  and  ninety. 

WHEREA  S,  the  above  named  Thomas  A.  Edison  and 
Francis  R.  Upton,  at  the  special  instance  and  request  of 
the  above  bounden  The  Edison  United  Manufacturing  Company 


-2- 

and  the  United  Edison  Manufacturing  Company,  did  execute 
as  sureties,  a  certain  Replevin  Bond  given  unto  Peter  I 
W.  Flck,  Sheriff  of  the  County  of  Middlesex,  New  Jersey, 
dated  February 5th,  1890,  in  a  suit  brought  in  the  Supreme 
Court  of  the  State  of  New  Jersey  by  the  Edison  United 
Manufacturing  Company,  which  sues  for  the  use  and  benefit 
of  The  United  Edison  Manufacturing  Company  against  the 
Edison  Electric  Light  and  Power  Company  of  South  Amboy, 

New  Jersey,  conditioned  that  the  same  shall  be  void  If 
the  said  The  Edison  United  Manufacturing  Company,  which 
sues  for  the  use  and  benefit  of  The  United  Edison  Manu¬ 
facturing  Company,  shall  prosecute  their  said  suit  of 
replevin  In  the  said  Court  with  effect  and  without  delay 
and  shall  duly  return  the  said  goods  and  chattels  in 
case  a  return  shall  be  awarded. 

NOW  THEREFORE,  THE  CONDITION  OF  THIS 
OBLIGATION  IS  SUCH,  that  If  the  above  bounden  The  Edison 
United  Manufacturing  Company  and  The  United  Edison  Manu¬ 
facturing  Company,  their  successors,  shall  well  and  truly 
perform  the  condition  of  the  said  recited  replevin  bond, 
according  to  the  true  intent  and  meaning  thereof,  and 
shall  indemnify  and  save  harmless  the  said  Thomas  A.  Edi¬ 
son  and  Francis  R.  Upton,  their  heirs,  executors  and 
administrators,  from  and  against  any  and  all  actions, 
suits,  damages,  costs,  charges  and  expenses,  by  reason 


-4- 


STATE  OF  NEW  YORK 
City  and  County  of  Now  York  :  ss 

On  this  / day  in  tho  yoar 

one  thousand  eight  hundred  and  ninety,  before  me  person¬ 
ally  appeared ;/£*«LRresident  of 
The  Edison  United  Manufacturing  Company,  with  whom  I  am 
personally  acquainted,  who,  being  by  me  duly  sworn,  said 
that  he  resided  in  the  City  that,  he  is 

the  ''‘-'■cts  President  of  The  Edison  United  Manufacturing 
Company  of  New  York;  that  he  knew  the  corporate  seal  of 
said  Company;  that  the  seal  affixed  to  the  within  in¬ 
strument  is  such  corporate  seal;  that  it  was  affixed  by 
order  of  the  Board  of  Directors, of  said  Company;  and  that 
he  signed  said  instrument  as  President  of  said 

Company  by  like  authority.  And  the  sald^^t^,^^, 

further  said  that  he  is  acquainted  with 

/A<./«v^«^and  knew  him  to  be  the - —  Socre- 

T  tary  of  said  Company;  that  the  signature  of  the  said 

subscribed  to  the  said  instrument,  is  ini 
the  genuine  handwriting  of  the  said 

and  was  thereto  subscribed  by  the  like  order  of  the  said 
Board  of  Direct  or  s,'€W34^Rv&he-^pi*e-«m&^2£Ja4m<'t^ 

CCttrwJy  CLk 

Qesisls,  'tf-C&LeL  Co  , 

STATE  OF  NEW  YORK  : 

City  and  County  of  New  York  ;  ss 

On  this  LjjtS-  day  ofAt^^^in  the  year  one  thousand 
eight  hundred  and  ninety,  before  me  personally  appeared 
Jac^e-  z&oe-Msi-  T&stAAjUJ^ f —  President  of  The  United  Edi¬ 
son  Manufacturing  Company,  with  vhom  I  am  personally 
acquainted,  who,  being  by  me  duly  sworn,  said:  that  he 

resided  in  the  City  of  New  York;  that  he  is  the  - 

President  of  the  United  Edison  Manufacturing  Company; 
that  he  knew  the  corporate  seal  of  said  Company;  that 
the  seal  affixed  to  the  within  instrument  is  such  corpor¬ 
ate  seal;  that  it  was  affixed  by  order  of  the  Board  of 
Directors  of  said  Company;  and  that  he  signed  said  in¬ 
strument  as  — President  of  said  Company  by  like 
authority;  and  the  said — 
further  said  that  he  is  acquainted  with^-^A  T&o^atcl^ 
and  knew  him  to  be  the  ^^oo^Efeau4Secretary  of  said  Com¬ 
pany;  that  the  signature  of  the  said  A  T&a^zu^ 

subscribed  to  the  said  instrument,  is  in  the  genuine  mni- 
writing  of  the  said  A ’Hp and  was  thereto 

subscribed  by  the  like  order  of  the  said  Board  of  Direc¬ 
tors,  and  in  the  presence  of  him,  the  said  — ■ 

President.  v 

CLUnytM  6i% 

-CjzslJs.  iy^~^ ,  Clo  ( 


State,  City  and  County  of  New  York,  as.: 

„  dayof  -  189  e,  before  me 

personally  appearetUBAW&ar^ggia.^ta^  Vice-President  of  the  American  Surety  Company, 
with  whom  I  am  personally  acquainted,  who  being  by  me  duly  sworn,  said  :  that  he  resided  in  the  City 
of  New  York  ;  thaj  he  was  the  Severn!  Vice-President  of  the  American  Surety  Company  of  New  York  ; 
that  he  knew  the  corporate  seal  of  said  Company  ;  that  the  seal  affixed  to  the  foregoing  instrument  was 
such  corporate  seal ;  that  it  was  affixed  by  order  of  the  Board  of  Directors  of  said  Company,  and  that  he 
signed  said  instrument  as  Sacond- Vice-President  of  said  Company  by  like  authority  ;  that  the  liabili¬ 
ties  of  said  Company  did  not  exceed  its  assets,  as  ascertained  in  the  manner  provided  in  Section  3, 
Chapter  4S6,  of  the  Session  Laws  of  1881.  And  the  said^^jiSkSTfurther  said  that  he  was 

acquainted  with  fitted.  C ,  and  knew  him  to  be  the  -  Secretary  of  said 

Company  ;  that  the  signature  of  said  /7  ,  subscribed  to  the  said  instrument, 

was  in  the  genuine  handwriting  of  the  said  £  dtcy  ,  and  was  thereto  subscribed  by 

B°ard  °f  DireCt°rS’  and  in  ,lle  Presencc  "f^tjo^id'PAVI-P  B.-eigKFT.S. 

c - i'fotary'Publlc,  C ' 

Kings  County,  N.  Y. 

Certificate  filed  in  N.  Y.  Co. 


plF-i?(3 


-  L_.A  ff  S 

- of- _ .  ■ 

Edison  United  Phonograph  Oomnat 

Adopted  February  28th,  1890.  fi 


I 


.,,K  J  / 

A  <  /, 

t*r  v  V 


V  R  Y  -  Tj  A  W  S 


VK 


!; ,'  i^4^  \^nxsoN  inn  to n 

ry  v.  h 


PHONOGRAPH  COMPANY. 


E  {V^  !|;\|  -AdO-n-toA.  Pobfuarv  88th r  1»90. 

j\j'  _ 


ARTICLE  I 


OF  PIPE  OF  'OIL  COMPACT. 


Thu  principal  offi  on  or  place  of  business  of  the 
Company,  shall  bo  in  tho  City  of  Orange,  in  the  State  of 
How  Jersey,  but  the  Bottl'd  of  Hi  roc  tors  may  hold  its  moot¬ 
ings  and  have  an  office  and  hoop  tho  boohs  of  the  Company 
(except  titc-  s took  and  transfer  boohs)  outside  of  the  said 
State,  as  the  Board  of  Directors  may  fron  t  in  a  to  time 
direct.  The  Company,  however,  shall  always  maintain  a 
principal  office  or  place  of  business  in  tho  State  of  How 
Jorsc-y,  and  have  an  agent  in  ci  large  thereof,  whorein  shall 
be  kept  the  stock  and  transfer  books  of  tho  Company  for 
tho  inspection  of  all  who  are  authorized  to  see  the  same, 
and  for  tho  transfer  of  stock. 

ARTICLE  II. 


The  officers  of  the  Company  shall  consist  of  a 
President,  one  o  r  more  Vice-Presidents,  Secretary  and  Troaa- 
uror,  and  such  othor  officers  its  the  Board  of  Directors  may 


from  time  to  timo  dctormj.no.  Ho  officer  except  the  Proai- 
dont,  and  Vico-Prooidents  need  necessarily  be  it  member  of 
the  Hoard  of  Directors,. 


.ARTICLE  III. 

T?I RECTORS  AND  OOMMI TTEKfl ■ 

There  shall  be  nine  Directors  ohoson  by  ballot  at 
each  annual  mooting  of  the  stockholders  after  the  year, 
1890,  to  in  imago  and  conduct  the  business  of  the  Oonpnny, 

The  Hoard  ahull  Jill  vacancies  in  its  own  number ,  No  per¬ 
son  shall  bo  qualified  to  servo  as  a  Director  unless  lie 
be  n  stockholder  of  record  of  tho  Company,  and  own  at 
least  one  share  of  stook. 

The  Hoard  of  Directors  may  appoint  comni tteos,  stand¬ 
ing  or  special,  from  time  to  time,  from  among  their  numbor, 
or  otherwise,  and  confer  powers  upon  such  committees  and 
revoke  such  powers  and  terminate  the  existence  of  such 
committees  at  pleasure). 

All  standing  committees  shall  keep  minutos  of  their 
proceedings,  Each  committee  shall  meet  at  the  call  of 
the  President  of  thin  Company,  or  of  the  Chairman. of  the 
Cocmitt.ee,  o  r  o  f  any  two  members  thereof,  and  written  no¬ 
tice  of  all  mootings  shall  be  mailed  to  each  member  tho  re  of 
at  his  residence  or  place  of  business  at  least  two  days 
before  the  mooting,  but  the  said  two  days'  nctico  may  be 
waived  by  tho  written  consent  of  all  members  of  such  Com¬ 
mittees,  or  as  regards  any  individual  member  thereof,  by 


>  I 

his  articular  written  consent. 

A  R  T  I  n,  K  IV. 

P  RES  I  DK?  r  T. 

Tho  Prosidon t  shall  bo  oJoaen  by  the  Dirootors  from 
thoir  ovm  number,  at  their  first  mooting  after  their  elec¬ 
tion  ouch  year. 

Ho  shall  preside  at  all  mootings  of  the  Stockholders 
and  of  the  Directors,  shall  sign  all.  certificates  of  stock 
and  all  contracts  or  obligations  of  iho  Company,  except  as 
the  Dear;!  may,  from  time  to  tine,  otherwise  direct.  He 
shall  have  general,  management,  subj  cot  to  the  control  of 
tho  Board  of  Directors,  of  the  business  of  tho  Company, 
including  tho  appointment  of  all  officers  and  employees  of 
the  Company  for  'whose  election  no  provision  is  mado  in 
these  By-Laws,  and  shall  perform  all  other  duties  apper¬ 
taining  to  his  office. 

ARTICLE  V  . 

VIOK-PRESIDKMT. 

Tho  Vicc-Prosidont  shall  be  chosen  b  y  tho  Directors 
from  their  own  number,  at  thoir  first  meeting  after  their 
election  in  each  y.oar. 

In  case  of  the  absence  or  disability  of  tho  Presi¬ 
dent,  or  if  his  office  shall  become  vaoant,  the  senior 
Vice-President  present  shall  have  and  oxerciso  all  the 
powers  and  functions  which  are  now  o  r  hereafter  may  be 
conferred  upon  the  President. 

3 


SECRETARY. 


Tho  Secretary  shall  be  elected  by  the  Board  of  Di¬ 
rectors  at  iheir  first  mooting  after  their  olootion  in 
<*«ch  year,  and  snail  be  sworn  to  the  faithful  discharge  of 
his  duty.  Ho  shall  record  the  minutes  of  the  mootings 
of  tho  stockholders  of  the  Cor.pany  and  of  the  Hoard  of 
Directors  and  of  a.U  standing  committees  in  proper  books  to 
bo  kept  for  that  purpose,  and  shall  have  tho  custody  and 
caro  of  the  seal,  records,  minutes  and  stock  books  of  tho 
Company,  Ho  aItU.1  attend  to  the  giving  nnd  serving  of  all 
notices  of  the  Company,  and  keep,  or  cause  to  be  kept,  a 

Ulitablii  ,-oooxd.  a  1  iho  or  nto nkholioro  tie  provitl- 

8d  in  Artie li?  X,  Ho  shall  til  so  publish  all  reports  and 
notices  required  by  law,  and  when  authorized  by  tho  Board 
of  Directors  shall  have  power  to  countersign  checks  as  pro¬ 
vided  for  in  Article  VII,  and  shall,  in  general,  under  the 
direction  of  tho  President,  or  the  Board  of  Directors,  or 
the  Executive  Comnittee  of  the  Company,  perform  all  the 
duties  incidental  to  the  office  of  Secretary. 


article  vii. 

TREASURER . 

The  Treasurer  shall  be  elected  by  the  Board  of  Di¬ 
rectors  at  tholr  first  meeting  after  their  olootion  in 
eaoh  yoar.  Ho  shall  bo  responsible  for  the  caro  and  safe 
keeping  and  oustody  of  3uoh  of  tho  funds  and  securities  of 


tho  Company  as  may  come  to  His  hands,  and  shall  deposit 
the  sumo  as  Trc usurer,  in  the  name  of  the  Company,  in  suah 
Banks,  Trust  Companies,  or  Safety  Vaults,  ns  the  Directors 
slutl  1  dinset.  Ho  shall  sign  sill  curt  if  icq  ton  of  stock,  ! 
Mo  shall  also  sif;n  and  endorse  all  clacks,  drafts,  notes,  j 
uoooptnnccB,  and  o  rdoru  for  the  payment  of  money,  provided 
tho  same  tots  first  count o roi good  or  approved  by  either  the 
President,  or  in  his  absence  by  tho  Vice-President,  or  by 
the  Secretary  '.'.he n  aui.horir.ed  by  tho  Hoard  to  countersign 
or  approve  as  aforesaid. 

The  Treasurer  shall  also  have  personal  charge  and 
supervision  of  tho  transfer  book's  of  the  Company,  and  shall 
prepare  anti  mnKr  out,  at  lenut  ton  rtnytt  b  cforo  ovary  olaa- 
tion  of  said  Company,  a  full,  true  and  complete  list  of 
all  of  -tho  stockholders  of  the  said  Company,  entitled  to 
vote  at  ensuing  election,  wi  th  tho  number  of  shares  hold 
by  eaoh,  which  list  oliall  be  made  and  arranged  in  alphabet¬ 
ical  order,  and  ati all  at  all  times  during  the  usual  hours 
of  business  be  opened  to  the  examination  of  any  stockhold¬ 
er  of  tho  Company. 

Ho  shall  render  monthly  statements  of  his  cash  no- 
count  and  of  tho  moneys  racoivod  and  disbursod  rtu ring  tho 
month,  and  shall  at  all  reasonable  times  exhibit  his  books 
and  accounts  to  the  Directors  and  Officers  of  tho  Company. 

Ho  shall  give  bond,  if  required  by  the  Directors, 
for  the  faithful  discharge  of  his  duty  in  such  sum  and  with 

a 


such  sureties  a  r,  tho  Directors  may  rtf  to  mine . 

ARTICLE,  V  I  I  I  . 

EXECUTIVE  COMMITTOK- 

Thare  shall  be  an  Executive  Oomnittoo  of  six  mem¬ 
bers  of  the  Board  of  Directors,  in  addition  to  the  Presi¬ 
dent  who  shall  be  ex  officio  the  Chairmen  thereof,  and 
they  shall  be  annually  elected  by  the  said  Hoard  from  their 
own  mrab or ,  to  serve  until  the  election  of  the  noxt  sue-  j 
ceedintf  Board  of  Directors.  This  Committee  shall,  when  i 
tho  Hoard  of  Directors  is  not  in  socsion,  have  all  the  I 
powers  of  the  Hoard  itself  in  and  about  the  management  and  j 
control  of  the  affairs  of  tho  Company,  oubj  eat,  however, 
to  such  limitations  as  tho  Hoard  may  from  time  to  time  es¬ 
tablish.  Vacancies  shall  be  filled  by  the  Hoard, 

A  R  T  I  0  I,  B  IX. 

TERMS  OF  OFFICE  ADD  VACAKOISB. 

The  President,  Vice-Presidents,  Secretary,  and 
Treasurer,  Bhall,  except  as  provided  for  in  Article  XV, 
hold  offioe  for  one  yearfrom  the  dates  of  their  several 
elections,  and  until  their  successors  have  been  elected 
and  qualified.  Any  vacancy  occurring  in  tho  Board  of  Di¬ 
rectors,  or  in  the  offioe  of  President,  Vice-President, 
Secretary,  or  Treasurer,  shall  bo  filled  for  the  unexpired 
tem,  by  tho  Boa  ni  of  Directors. 


H  T  Ii;  l  n  Y 
meetings  01?  STOnynnT.rn.-PQ 


-JmmiL- L_  The  Armual  Meetings  of  tho  stookhold- 
"  ‘,h'ai  ba  lwld  "*  —  cm  on  of  the  oo^uny. 

in  tho  State  of  Nov,  dorsey,  on  the  first  Mon  .lay  In  March  in 
eac)i  and  every  year. 


Por  thirr'y  0;i”a  b«*'  *  «««h  mooting,  the  book  or 
bookG  of  tho  Oonpwiy  in  which  tho  transfer  of  stock  shall 
bo  resist ored,  md  the  books  containing  the  names  of  the 


stockholders ,  shall,  at  all  times  during  iho  usual  hours 
of  transacting  b»e:n«,.,t  bo  open  to  tho  examination  of  any 
stockholder,  oul  for  twnty  days  before  such  meeting  tho 
said  transfer  booh  or  books  shall  be.  closed  for  the  Iran  a  - 
f<ir  of  at0<ilt>  h'otioe  of  said  meet  inn  shall  be  mailed  to 
each  stockholder  at  leant  twonty  days  in  ad  van  co  of  said 
meet  ing,  at  nis  uddi'oas  as  communicated  by  him  to  tho 
Secretary  (and  as  recorded  therefrom  on  the  books  of  the 
Company),  but  in  case  any  stockholder  shall  fail  to  com¬ 
municate  his  address  to  the  Secretary,  or  tho  books  of  the 
Company  fail  to  disclose  such  address,  he  shall  not  bo  en¬ 
titled  to  such  notico. 

No  business  shall  be  conducted  at  the  annual  emetine 
of  the  stockholders  except  tho  eloction  of  Directors,  and 
of  Inspectors  if  need  be,  and  the  receiving  of  the  reports 
of  tho  Directors  or  Officers  of  the  Company,  unless  such 
other  business  shall  bo  fully  stated  in  the  notice  of  tho 


7 


meeting,  toother  with  the  form  or  the  roeolutions  ProPos- 
ctl  to  be  acted  upon  at  such  meeting. 

— hROTIOh  a,_  Special  m«>  tinge  of  the  stockholders 
inuy  b  o  hoi  cl  at  any  time  by  order  of  the  President,  after 
at  leiuit  ttvmty  days'  notice  in  Writing  to  tho  stockholders 
/nailed  to  there  at  their*  address  ns  communicated  by  them 
to  the  a ucret wry;  «nct  the  object  of  such  mooting  and  all 
business  proposed  to  bo  transact. o :i  or  action  taken  by  tho 
stockholders  thereat.  shall  be  distinctly  stated  in  tho 
notice  o  t  such  wee  tin;;,  and  no  business  shall  bo  transact¬ 
ed  t ho re at  othnr  than  such  as  shall  have  boon  so  stated  in 
fee  call  and  not.ico  of  such  meet  ins.  Rut  said  order  and 
notice  in  writing  nay  be  waived  by  tho  written  consent,  of 
all  tit o  stockholders?. 

SECTION  ft.  At  all  meetings  of  tho  s to okho ldo rn, 
absent  stockholders  may  vote  by  proxy,  authorised  in  writ¬ 
ing,  but  no  proxy  shall  be  voted  on,  a llov/nrt  or  received, 
rro.ro  than  one  year  from  its  date.  Proxies  need  not  nec¬ 
essarily,  be  sealed  o  r  wl  tnonnocl, 

_ SECTION  4.  Each  stockholder  shall  bo  entitled  to 

one  vote  for  each  shore  of  the  capital  stock  held  by  him. 

SECTION  i).  Prior  to  each  annual  election  of  a 
Hoard  of  Directors  by  the  stockholders ,  -three  Inspectors 
of  Election  ahull  bo  appointed  by  tho  Hoard  of  Directors 


I 

! 

or  ,Uo  Ooi»r»ay.  -The  So  ere  u\ ry  of  tl»  Company  shall  fum- 
•  i3h  tt*°  »ith  of  stockholders,  prepared 

|  by  hiln  in  “««>'•*>'“»  ^  ro iju.iromorits  of  Section  1  of 
■  vMa  Article,  and  a  duplicate  of  -this  Mat,  also  to  be  pro- 
I!  Pared  by  him,  shall  be  subject,  to  the  inspection  of  any 
stockholder  who  may  b o  present  at  such  oleotion,  during 
t)ie  wholo  time  the  meeting  is  in  progress.  The  polio  for 
the  race jbtJon  of  votes  shall  remain  open  n't;  least  one  lour. 
The  Inspectors  shall  receive  the  votes,  shall  canvass 
t!;om  i meied int.  aLy  after  the  polls  are  closed,  mu  shall 
thereupon  declare  the  remit  and  certify  the  some  in  writ- 
in;;  to  the  Secretary  of  the  Company. 

aforesaid ,  or  if  an  Inspector  who  has  boon  elected  is  ab¬ 
sent,  the  stockholders  may  fill  vacancies  by  a  majority 
vote  of  all  of  the  shams  p recent  or  repronontod  at  tho 
meo  ting. 

A  R  T  I  0  h  I!  XI. 

STOCK  AUD  TUB  THAWS PKK  THIWKlV, 

_ ShOTlpd  1. live r y  stockholder  shall  have  a  certifi¬ 
cate,  or  certificates,  signed  hy  tho  President,  or  in  his 
absence  by  a  Vioc-Presidont,  and  Treasurer,  certifying 
the  number  of  shares  owned  by  said  stockholder. 

3RCTI0H  2.  Tho  stock  shall  be  transferable  on  the 
books  of  tho  Company  by  the  holdor  thereof  in  porson,  or 


upo 


WBietunont  mnAo  on  the  back  or  the  stock 


irtifioa 


SECTION  3. —  AH  certificates  olial.1  bo  bound  in 
books  Kni  bo  issued  in  consecutive  order,  and 

on  tsw  inn.*:  in  the roof  shall  bo  onto  rod  tho  name  of  tho  par*, 
aor.  o .« t.io  .ihoroi,  therein  reprosontod,  with  tho  num¬ 
ber  or  tiiwou  and  the  date.  thereof.  All  certificates  ox- 
changwl  or  re  turned  to  the  Company  shall  be  oanoollod,  and 
tiium  onmivled  certificates  ahull  be  pasted  in  tlwir  origin- 
•.»1  rl««t>  iii  i, ho  eertij  ic.-tu*  books,  nntl.no  ccrtif  leute  ahull 


bo  id  until  the-  old  certificate  1ms  boon  tmis  canceled 
tuv.l  returned  to  its  or  in;  into,  place  in  ouch  books. 

As  retired  by  law,  die  mock  unci  transfer  books  of 
the  flonpuny  shall  always  be  kepi,  at  the  principal  offioo  or 
piano  of  bus incus  of  the  Company  in  the  State  of  New  .Ter- 
ooy. 


EXAMINATION  OF  NOOKS, 


Except  ns  otherwise  provided  for  by  law,  no  stock¬ 
holder  shull  have  tine  power  or  right  to  examine  nny  of  tho 
books  of  the  said  Company  without  the  consent  of  stock¬ 
holders  of  tu co  rd  owning  twenty  por  coat,  of  the  stock; 
excepting,  ho  wove r,  the  book  or  books  in  which  the  trano-  I 
for  of  stock  shall  bo  registered,  and  the  books  p  containing 
the  names  of  tho  stockholders  shall  be  open  to  tho  exam¬ 
ination  of  any  stockholder  for  thirty  days  previous  to 
any  eleotion  of  hireotors. 


10 


a  H  l  i  £  d  1  xiii. 

IjEKTOIOil  M  DIRECTORS- _ 

_j>KOTIQK  3.. _  Tho  Directors  chal  1  moot  on  tho  second 

Monday  of  March  in  saoh  tun  A  every  year-,  anil  on  tho  second 
Monday  of  every  ronth  thereafter.  Special  m^tlnfja  of 
Wro o tore  may  behold  at  sny  timo,  by  order  of  the  Proai- 
dont,  or  on  tho  writ  ton  oal.l  of  throe  or  more-  !)1  root, ore. 

— SECTION  —  Written  notice  of  all  m-xi tings  shall 

bo  mailed  to  ouch  Director  at  hie  rocitlcnoe  or  place  of 
baaing  sit  least  two  Any  a  before  tho  moo  tins,  but  the 
said  two  day;;'  notice  in  •.rilin';  may  bo  waived  by  tho 

any  Director,  by  hie  particular  written  concent,  Such 
mootings  may  bo  hold  at  any  place  designated  by  tho  hoard 
of  Directors,  from  timo  to  time,  but  if  no  nlaao  is  so 
designated,  they  shall  be  hold  at  the  regular  office  of 
tho  Company,  in  tho  City  of  Now  York,  or,  if  there  bo  no 
such  to  solar  office,  at  the  principal  office  of  tho  Com¬ 
pany  at  Orange ,  Now  Jersey. 

SECTION  3,  Tho  order  of  business  at  tho  mootings 

of  the  Board  of  Directors  shall  be  as  follows,  unless  oth¬ 
erwise  ordered  by  the  Board,  to  wit: 

1.  Tho  reading  of  Minutes . 

2.  President's  Report, 

3.  Treasurer's  Report. 


4.  Unfinished  business. 

b.  Report  of  Stand  ins  Come  it  teas. 

b.  Reports  of  Special  OontniUoos. 

7.  Mis col Ian sous  business. 

A  R  v  I  o  j,  e  •  XIV. 

QUORUM  07  DIRECTORS  ADD  00 MMIT'fiiBS . 

A  majority  of  tho  mombors  of  ho  Board,  of  Directors, 
or  of  any  Oormittoo  thoroof ,  shall  constitute  a  quorum  for 
the  transaction  of  business  by  said  Board  or  ouch  Commit¬ 
tee,  respectively. 

A  R  T  I  c  I,-  t;  x  V  ■ 

RW/n VAT.  OR  BKORifflARY  aUD  ■TREASURER . 

SECTION  1 .  Tho  Secretary  and  Treasurer,  or  either 
of  than,  may  bo  at  any  time  removed  by  tho  affirmative 
vote  of  at  least  a  majority  of  the  Board  of  Directors. 

In  case  of  such  removal  tho  officer  an  removed  shall  forth¬ 
with  deliver  all  the  property  of  tho  Company  in  his  pos¬ 
session  or  under  ills  control,  to  some  person  to  be  designat¬ 
ed  by  the  Board . 

SECTION  3.  The  said  foal’d  may  at  any  time,  in 
tho  transaction  of  bualneaa,  temporarily  delegate ' any  or 
the  duties  of  the  Secretary  or  Treasurer,  or  either  of 
them,  respectively,  to  an y  other  officer  or  person  select¬ 
ed  hy  it . 

18 


A  ft  'i1  I  C  1.  I  XVI. 

AMjffTDMRHTS . _ _ 

Those  By-laws  nit*''  bo  airondocl  or  a rUorl  to,  by  the 
nffirroative  veto  of  at  leant  two-thirds  of  the  whole  Board, 
tit.  tuny  regular  or  special  mooting  of  the  Biro  o  torn ,  pro¬ 
vided  at  loam,  thirty  :1a  ya  1  notice  of  tho  pro up sod  amend¬ 
ment  or  addition  shall  have  been  mailed  i.o .each  Biroctor; 
hut  no  nnondrd  or  nidi tionr.l  By- law  regain  ting  the  oloc- 
Uon  of  tli  o  Board  of  '.'ire  e  tors  shall  bo  valid  mlasa  Uio 
s shall  have  boon  mb.cIo  thirty  riayn  prnvlcmc  to  any  such 
election,  and  snail  have  boor,  during  $!»  a  a  id  thirty  days 
open  to  the  inspection  of  any  stockholder,  and  r,hall  also 
65  h,  «  or  Iftuat  a.  uuijoi-itv  in  amount 

of  the  stockholders  at.  ilsi  annual  meeting,  or  at  a  special 
mootin';  held  for  that  puiTose, 


13 


LETTERS. 

T  H  0  M  ,A  S  A.  E  D  I  S  0  N. 
t  o 

S.  B.  E  A  T  0  N. 
r  e 

GOURAUD  ACCOUNT 


oh  1  7  th  1  8  9  0. 


0  r  a  n  g  o,  H.  J.  March  17th  1800. 


Major  S,  B.  Eaton, 

Ho.-  180  Broadway,  How  York  City. 


Boar  Sir:- 

I  acknowledge  the  receipt  of  ymu-  letter  of  18th 

instant,  enclosing  copy  of  a  letter  read  hy  Colonel  Gouraud  at 
the  first  mooting  of  the  Board  of  Directors  of  the  Edison  United  , 
Phonograph  Company  on  tho  11th  instant. 

Referring  particularly  to  that  portion  of  doi,  Goiu:"audTs’ 
communication  which  reads  as  follows:  - 

“Except  to  tho  value  of  about  #1,000  to  §1,500,  none  of  tho 

articles  referred  to  in  the  invoices  woro  ordered  by  mo»“ 

As  this  statement  roflocts  upon  my  right  to  bill  Colonel 
Gouraud  with  machines  and  supplies  which  are  not  covered  by  his 
routine  office  ordors,  and  appears  to  foreshadow  an  intention 
upon  his  part  to  dispute  tliat  portion  of  my  account  against  him 
which  is  not  specifically  embodied  in  his  itemized  requisitions, 

1  feel  that  1  should  loso  no  time  in  placing  upon  record  the  his¬ 
tory  of  my  rolations  with  Colonel  Gouraud  during  tho  period  Covered 
by  tho  bills  which  have  boon  rendered  to  him,  and  which  data 
from  the  18th  day  of  April, 1888 


wont 


the  day  upon  which  the  first  shipment  of  material  for. his 
forward.  At  this  time  it  had  boon  arranged  between  Col.  Cfouraud 
and  myself  that  I  should  send  my  Assistant,  I*.  H.  do  C,  Hamilton, 
to.  London,  to  enter  Col.  Claud's  service,  and  that  I  should  send 
with  Mr.  Hamilton  such  material  as  would  bo  required  in'  Starting 
Iras inoss  ovor  there,  in  pnrsianco  of  which  I  prepared  the  material 
for  shipment ,  and  on  the  lGth  day  of  April  addrossod  a  lot ter  to 
Col ,  Oouravtd  as  •  f  o  11  atm : 

”Mq  aro  sending  by  an  early  steamer  a  number  of  boxes 
containing  phonograph  apparatus  and  batteries,  addressed 
. to  your  office,  #181  Queen  Victoria  St.,  and  I  wish  you 
would  see  tint  those  are  not  opened  or  interfered  with  • 

.  until. Mr^  Hamilton  arrivos  in  London,  Hr,  Hamilton  will 
■  sail  in  the  course  of  a  week  or  ton  days,  and  wo  will"  ad- 
vise  yo.it  by  cable  as -to  the  steamer  which  carries  him."  ■ 

Hi  ooiiT irmation  of  this  statement  I  hand  you'  liorowith  tissue' 
copy  of  ny  original  letter  to  Col.  Cfouraud,  quoted  above,  and  bog 
to  refer- you  to:  a  paper -accompanying  my  present  letter  in  tlrv 
Hamilton*?!  handwriting, '■ dated  London,  February  23d,  1839,  and 
giving  details  of  the  contents,  of  the  boxes  referred  to  in  this 
shipment . 

On  the  5th  May,  1888,  a  further  shipment  was  made  to  Col, 
Gouraud,  the  details  of  which  will  also  be  found  on  Mr.  Hamilton's./ 
list  .  On  or  about  tho  15th  May,  1883,  Col.  Cfouraud  cabled  mo  // 
cuggostins  that  ho  should  oomo  to  America,  and  I  replied  to  him  J 
as  follows:  '  /l 

"It  would  bo  a  good  idea  for  you  to  ceme  ovor  and  J 
return  with  just  what  you  want."  j, 

I  hand, you  herewith  my  letter  to  Col,  Gouraud,  dated  my  15th, 


1888,  conf inning  these  cablegrams'. 


Col.  Gouraud  cam®  to  America  shortly  after  the  above  date 
and,  accompanied  by  Mr.  Hamilton,  returned  to  Burepc  in-  the  early, 
part  of  Juno.  At  the  same  time  I  sent  another  shipment  of  ma¬ 
terial,  all  of  which  appears  on  Mr.,  Hamilton's  list,  which  covers 
the  *0*40*  from  April  lath,  1806  to  February  23U,  isos,-,  •  For  this 
period  I  havo  no  detail  orders  from  Col.  Oouruud  for  machines  and 
supplies  sent  him.  Y/hon  ho  was  in  America  ho  was  made  familiar 
Yri-sh  the  shipments  that  2nd  boon  sent  over  prior  to  his  visit;  he 
assisted  personally  in  tin  proparation  of  tho  shipments  which 
accompanied  him  and  Mr.  Hamilton  on  tin  day  they  sailed;  and  tint 
I  had  ample  authority  to  furnish  him  v/ith  the  material  tint  ho  re¬ 
ceived'  after  tho  date  of  his  sailing,  tin  following  quotations 
from;  his  lottoro  and  oablogroms— originals  of  Which  arc  on  ‘file 
in  my  office — will  show: 


letter,  July  7th,  188S  "1  am  sure  you  will  not  lose  a  day  in 

Bonding  me  any  improvements. 11 

Letter  Aug.  4,  1883.  "You  cannot  overestimate  tin  importance;  of 
,  furnishing  mo  with  instalments  as  rapidly  as 

possible.  .  .  .  .  ,1  will  do  my  part  if  you 
will  only  do  yours,  and  all  you  have  to  do  is 
to  keep  mo  promptly  and  abundantly  supplied 
with  machines.  “ 

Cablegram,  Aug.  2,  1888.  “Only-  support  me  with  machines  quickly 
ahd  amply  and  all  honor  and  profit  Trill 
bo  ours." 

Cablegram,  Sept,  12,  88.  "Cable  date  of  sailing  of  machines;  50 
pel’  day  will  not  be  enough." 

lottor  Sopt.  14,88.  "I  liavo  now,  as  you  will  observe,  succeeded 

abundantly  and  entirely  in  getting  the  phono- 
Ci’aph  “he  first  initiative  bofore  tho  British 
public.  I  propose  to  follow  it  up  in  Franco, 
Germany,  Italy,  Russia,  Spain,  Turkey,  Portugal 
with  tho  very  next  instruments  that  next  come 
forward'.  All  my  preparations  will  be  made  in 
advance,  so  that  there  will  bo  no  delay  im¬ 
mediately  the  instruments  arrive.  I  wish  to 
do  this  and  you  veil!  appreciate  the  importance 
of  it’.  " 


Latter  HovV  20,1838.  "Wo  are  looking  with  great  interest  for  more 
phonographs.  ;  .  .  .  .1  am  spending  money 
like  water  in  this  business  said  believe  it 
to  bo  worth  all  its  cost,  but  I  feel  that  I 
must  get  mox*o  material  to  deal  with  beyond 
that  which  I  now  have." 

letter  hoc.  8,  1333,  "When  shall  X  have  more  materials?" 

letter  Jen.  3,  1889,  "X  think  it  right  to  toll  you  that  the-  wood¬ 
work  of  any  new  phonographs  that  you  may 
sefad  mo,  must  be  polishod  dark,  because  all 
mahogany  office  fhrniture  in  this  country  is 
of  that  color," 

letter  Jan.  25,  1839.  "I  have  boon  daily  oxpooting  to  get  son®  news 
of  tin  shipment  of  further  instruments-,  but 
have  not  worried  you  in  this  connection, 
knowing  that  you  will  solid  them  as  soon 'as 
you  can  with  advantage  to  the  instrument," 

Letter  Jan.  26,  1889.  "Will  you  kindly  cable  ice  on  receipt  of  this 
the  probable  date  whon  1  may  expoet  a  ’con¬ 
signment  of  phonographs  and  what  number  I 
may  expect  to  receive.  ■  I  may  mention  that 
I  am  much  embarrassed  for  the  want  of  ma¬ 
chines  . " 

Lott  or  Jan.  31;  1839.  "I  am  moat  anxioai  -bo  aoo  tlio  results  of 

your  late  improvements,  more  especially  as 
regards  the  now  material  for  phonograms  .  . 
...  .  BATTERY  ARB  TREADLE  COTIDIMTION,.this 
also  1  regard  as  indispensable  •  •  .  '. '  •  . 
Please  cable  me  whenever  you  arc  sure  of  . 
dates  and  quantities  as  r ogar as  shipments . 

I  am  now  anxiously  awaiting  your 
reply  to 'my  last  cable  a3  to  whon  I  may  ex¬ 
pect  phonographs  and  how  many," 

Cablogrcm  Fob*  6,  1889-,  "Ship  more  grams  immediately,  also 

Laboratory  records.  Y/lien  may  I  expect 
phonograms?" 

Fob*  20,  1889;  "Cable  number  machines  coming  5th;  important' 

Cablegram.  plans  depending. " 


The  next  period  covered  by  the  bills  against  Colonel  Gouraud, 
is  from' February  25th,  1889  to  February  12th,  1890.  I  may  say 
hare  that  the  a  tat  ament  of  account  which  we  are  discussing,  amoun¬ 
ting  to  §5,206.18,  does  not  represent  the  full  amount  due  me  by 
Colons!  Gouraud,  '  On  the  20th  February,  1890,  he  was  invoiced  for 


inwboi'ial  supplied  on  his  or  dor,  and  amounting  to  $130'.  03;  and  wo 
have  in  our  hands  a  second  order  which  is  non  being. filled,  omoun- 
tinG  t0  a0U,C  tV/elVQ  w  i'inoon  toidi-od  dollars ,  which  me  received 
1301,0  °n  t3~  10th  -Qbr,Ja^»  130°-  I  mention  this  to  shew  that  the 

statement  of  invoicoo  amount  in  to  o0,-  m 

^  lvA  *l-  u0  ■■.,J»200.1S,  rep  resents  simply  a 

Portion  of  'running  account,  end  not  an  absolute  settlement  of 

Col,  C'-ouraud’s  indebtedness  to  mo  in  connection  with  his  Agency 

business , 

In  order  to  Show  my  authority  for  the  shipment  of  material 
covorod  by  each  invoice  on  the  statement  in  .question,  I  will  refer 
•fcot.ho  items  as  they  occur,  cramoncing  with  Invoice  Tab.  la,  1390, 
and  follow  bach  to  the  end  of  the  list. 

INVOICE,  EBB*  12th,  1390- . §203,39. 

She  material  on  this  invoice  is  covered  by  the  following 
orders,  the  originals  of  which  I  hand  you  herewith:  Col.  Oouraud's 
telegram  under  date  January  25th,  1390,  and  telegram  under  elate 
January  27th,  1390;  Col,  Oouraud's  order  Ho.  153,  datod  Jan,  29th, 
1390;  Col,  Oouraud's  order  Ho.  1S4,  under  date  lob.  lot,  1390. 

INVOICE,  Bm.  8th,  1S90 . §164.25. 

I  hand  you  herewith  Colonel  Oouraud's  cablegram  under  dato 
January  31st,  1390;  also  Col.  Oouraud's  order  Ho.  1G7,  under  date 
2?eb,  5th,  1390,  confirming  cablegron. 


INVOICE,  JAN,  29th,  1390— 


— §S0W09 


INVOICE,  JAH.  29th,  1390 - 179,00 

Both  these  are  covorod  by  Ool.  C-ouraud's  order  No.  153, 
previously  ref or rod  to. 


INVOICE,  JAN.  27th,  1890 - - $130.38, 

I  hand  you  herewith  Col.  Gotiraud's  letter  under  date  January 


-6- 

2<ith,  1890,  rotating  vs  'to  ah  ip  these:  supplies  to  him,  end  di¬ 
rect  in-  ua  .where  to  aond  them,  namely,  to  the  offiee  of  the  inter¬ 
national  Graphophono  Co.,  Hills  Snilding,  How  Yorfc. 


INVOICE,  O' AH.  27th,  1090- 


Those  instruments  are  in  Col'.  Convert 
wore  not  sent  upon  hi*  order  and  should  not  have  boon  billed 
SCainst  3 


•''3359.90 

(jtUvif  mb-  fc  ?nJ  trrzOl) 

■avid's  office  in  London^  They 


s  have  sent  him  credit  memo  for  the  amount'. 


INVOICE,  JAN.  S«h»  1890 . . 0iO,92 

ilUS  13  eovo:i’ad  l3f  Col.  Gouroud*;j  letter  under  date  Jail.  24th, 
1390,  previously  referred  to. 

INVOICE,  JAN,  1st,  1890 _ _ $41.00 

This  amount  was  disbursed  from  my  office  in  connection  with 
tlio  localisation  of  certain  aesroomonto  with  Mr.  mcnao  nv  oonaory, 
portal nine  to  tho  phonograph  business  in  Mexico.  Connery 

sent  a  representative  "td  Eiu-opo  to  noCotiato  with,  Col.  Gouraurt  for 
•iliis  buoinoao ,  - tl»  papers  afterimrds  being  completed  over  hero. 

INVOICE,  January  1st,  1890 - $1,738.04 

This  covers  all  the  material  on  Nr.  Hamilton’s  list,  sh.ippod 
to  Col.  Clour aud  from  April  1.0th,  1300  to  February  23rd,  1889.  Tho 
list  comes  direct  from  Col.Bouraud’s  office,  mid  from  the  man  whom 
ho  placed  in  charge  of  his  orders  and  supplies.  it  is  not  signed 
by  i.ir  .  Hamilton,  but  the  routine  can  bo  easily  , identified  with  the 
.orders  bearing  Hr.  Hamilton's  signature  enclosed  herewith,  ffe 
have  added  to- this  invoice  in  excess  of  tin  material  covered  by 
:.ir.  hamilwonVs.  list,  one'  (1)  foot  Treadle  Phonograph.  I  enclose 
IiereiTith  Col1,  Gouraud's  letter  under  date  March  20tli,  1389,  ac- 
Imowledging  receipt  of  this  machine'. 


-7- 


INVOICE,  DHOW  10-th,  1839 . . §1B'.09 

1  have  no  specific  order  for  thirl.  It  l-as  boon  customary 
for  mo  during  tin  progress  of  my  wor2:  in  connection  with  phono - 
gresn  blanks,  to  oond  Col-,  Oourand-  a  supply  at  different  intorvalo. 

I  liavo  had  various  kinds  of  those  as  they  have  advanced  towards 
creator  perfection,  and  Col,  Gourmd's  repeated  re  quae  to  for  me  to 
koep  him  supplied  -with  anythin!?  now,  hilly  justified  me  in  sending 
a;id  hilling  him  with  improvements, 

INVOICE,  HOV  y  10th,  133  9 . $53:.  06 

I'his  is  covered  by  Col.  C-fouraud's  order  Wo.  133,  under  dato 
November  4th,  1339,  original  of  which  I  hand  you  to  re  with, 

invoice,  nov*  i4th,  1339— - 313,30 

'.'.’his  covers  the  shipment  of  ono  doaen  inimical  records  and 
si::  battory  cords  chipped  to  itr-,  Connery  in  r.ioxioo;  tin  omte  i-or 
these  is  contained  in  a  letter  from  J,  H.  Ceballon  6  Co,,  under 
dato  Nov,  3th,  1339,  handed  you  herewith,  quoting  a  telegram  roc'd 
by  them  from  Mr.  Connery,  in  which  he  orders  these  supplies. 

INVOICE  N0V-,  6th,  1339 - ft?'.  01 

This  is  covered  by  Col-.  Oourand’s  order  Ho',  122,  under  date 
October  10th,  1839,  original  handed  you  herewith, 

INVOICE,  NOV.  6tli,  1839 - - — ft 46 7. 24 

These  supplies  aro  covered  by  Col.  Gouraud’s  orders  #110  to 
113,  inclusive,  originals  handed  you  herewith. 

INVOICE,  NOV,  6th,  1339 - $113,23 

Theso  speotacles  wore  ordered  by  cable,  vArich  is  filed  at 
the  Edison  Phonograph  Works,  Their  receipt  is  acknowledged  in  a 
lot tor  under  date  16th  October,  1889  from  Col.  G our aud's  Manager, 


uncle  i' 


;inal 


INVOICE,  NOV'.  30th,  1009 - 

Chin  is  fop  2D0  knives  ordered 
testa  Oct  ebon  20  th,  1809,  orig 

with. 

INVOICE,  OCTOBER  23th,  1889 - yd-'i.oO 

'iliis  co vo PS  supplies  ordered  by  Col.  Gouraud  i'or  shipment  to 
Brazil,  to  his  Agent,  .in,  Souza.  I  enclose  hoyovith  lotto p  from 
J.  L.  Young,  Ool,  Gouraud's  ass  istant,  under  dato  October  9th,  89, 
which  accompanied  this  ovdor , 

INVOICE,  001',  22nd,  1339 - — -§51.70 

Shis  invo  ice  covers  Epoadlo  Phonograph  shipped  •; 
nary  in  Mexico .  I  land  you  Iso  po  with  tele  gran  sent  by 
and  Mr,  Pox  under  date  October  19th,  1339,  requesting 
press  instantly  treadle  machine'  complete. 


INVOICE,  00E',  10th,  1839 - §193.70, 

Ehis  invoice  covers  tv®  machines  which  wore  fum 
Connery  i'or  use  in  connection  with  his  work  in  Mexico 
I  lave  no  specific  or dor  from  Col.  Gouraud  for  these, 
Connery  was  Col.  Gouraud's  agent,  and  entered  upon  hi 
a  contract  which  his  rcurcsentativo  effected  with  Col 


INVOICE,  SHP!i 
This  invoice 


i1.  20th,  1839 - 

.  ia  covered  by  Ool, 
id  to. 


INVOICE,  AUC-IUOT  loth,  lr*9 _ 

INVOICE,  JULY  20th,  1839— _ 


§408.99 
uraud’  a 


i'wa. 
§20.10 
341. OG 


#110  ancl  111, 


V2iia  mate  vial  wao  sent  to  Ool.  Goumid  under  hin  /pnoral 


•dor  to  bo  avippliod  with  anythin  now.  phonograph  blanks  and 


213108  xrom  improvements  upon  those 

IN  VOICE,  JULY  18th,  1889 - 

INVOICE,  -  JULY  22nd,‘  1839 - ... 

INVOICE,  JUNE  11th,  1839 _ — - 


previously  s 

- $511.02 

- >32 9. 11 

- §120.03 


snt  him. 


About  :.t£’.y,  1009  1  lad  improved  the  phonograph  itsolf  and 
advised  Cel.  0 our and  of  this  fact,  telling  him  I  would  send  him 
some  of  the  now  machines.  On  the  22nd  of  June,  1889,  he  wrote  to 
mo  no  foliovm  : 


"Tho  "City  of  Paris"  has  been  in  for  throe-  days,  but 
wo  have  not  yet  received  the  now  phonographs,  for 
which  wo  are  waiting  Moat  anxiously,"  * 


I  h-and  you  herewith  this  original  loiter,  and  I  desire  to 
state  at  this  point  that  tho  same  letter  will  clearly  show  tint 
Col'.  Gouratid  was  making  practical  uao  of  the  machines  and  material 
forwarded  to  him  Ixs fore  thoso  later'  improvements  appeared.  He 
adds  a  postcript  to  the  oomnunioation  in  question,  of  which  the 
following  is  an  extract:  . 


”1.  havo  ono-lialf  of  tlie  old  phonographs  in  actual  uao  h 
tho  office,  whoro  tliroo  or  four  people  arc  constantly 
writing  from  their  dictation.  The  others  are  in  the 
hands  of  people  talcing  thorn  apart  and  putting  thorn  to- 
gotlior,  qualifying  themselves  as  exports  to  go  abroad 
with  the  machines  when  I  have  them  to  send." 


1'lie  instruments  whose  arrival  he  anticipated  on  the  "City  of 
Paris,"  rfaich  reached  London  19th  bmc,  I  was  unable  to  forward 


until  about  tho  llth  oi'  i\0£  ami  believed  t’at  they  had  boon 
carried  by  tno  "City  01’  Paris  •  “  71©  first  of  tho  so  is  covered 

by  Invoice  <iuno  Urn.,  1 '.JO,  ..125. 03^  and  the  second,  by  Invoioe 
Only  Mintl,  1000,  '2320.11.  The  invoico  oi*  July  13th,  1339,  351.02, 
mentioned  above,  covers  supplies  i'or  those  0t»  instruaonta. 

INVOICE,  JULY  Cth,  1339 - - ;)g.74. 

1’his  is  covered  by  Col.  Com*  aid's  order  Mo.  79,  original  han¬ 
ded  you  Isorewitl'i. 


INVOICE,  JUNE  2.1  th,  1339- . &}.$»>. 

She  date  oi  thin  invoice  should  bo  July  26th.  X  inclose 
herewith  Col.  Gouraud's  letter  to  me  undor  date  July  6th,  en¬ 
closing  papers  to  bo  legalised.  This  invoico  covers  money  dis¬ 
bursed  in  my  office  for  that  purpose. 

INVOICE,  JUMil  26th,  1889 - 39.87 

This  is  covered  by  Col,  Ciouraud's  order  Ko.  58,  dated  Juno 
15th,  1839,  original  handed  you  horowitli. 

INVOICE,  JUKE  20th,  1359 - >019.29 

This  is  co  verod  by  Col.  Gouraud's  order  Mo.  51,  undor  date 
i.'iay  31st,.  1839,  original  handed  you  herewith. 

INVOICE,  April  17th,  1839 - 32.67 

I  enclose  harewith  Col.  Com- and ' s  letter  under  dato  March 
30th,  1339,  in  rogard  to  legalization  oi*  certain  documents  re¬ 
lating  to  nsjjfctxH  dtiKiscsjnis  Indian  Patents,  in  connection  v/ith 
which  this  eburgo  is  rnado , 

INVOICE,  FEB.  25th,  1889 - $109.41 

Theso  phonograph  blanks  wero  sont  undor  Col.  Gouraud's. 


General  Order a  for  supplies.  I  enclose  herewith  his  letter 
under  date  26th  March,  1039,  acknowledging  the  receipt  of  the 
goods, 

KTVOICK,  002*  6th,:  1883 - «!ai.63 

II'JVOICE,  3ZEB.  23rd,  1389. — - -  '56.65 

23-jo  first  of  those  is  covered  by  S&  Hinnilton* s  list;  the 
second  was  added  to  his  list,  and  neither  sliould  have.,  therefore, 
been  billed  separately.  I  have  sent  Col.  Gouraufl  a  credit  mono, 
for  thdsfi  amountd- 

INVOICE,  JUliY  25th,  1008- - $16vl0 

21iio  covers  the  cost  of  legalisation  of  powers  .of.  attorney 
for  use  in  connection  with  Patents  in  ilelbonme  and  .New  Zealand, 

1  liaiid  yon  herewith  Col,  Gouraudls.  letter. under  dato  14tli  July,. 
1333,  with  which  the  papers  were  enclosed;. 

2ho  invoices  of  June  19th,  1333,  $25.00,  aid  Juno  15th,  1333, 
$95.75,  are  pe'rsonal  matters,  which  need  npt  be  discussed  here-. 

You  will  see  from  tlie  above,  that  with  the  exception  of  an 
amount  less  than  $450,  credit  memos  for  which  have  been  sent  to 
Col'.  Gouraud,  the.  material  invoiced  to  him  upon  the  bills  in 
question  is  not  only  covered  by  his  general  demands,  of  which  his 
correspondence  supplies  abundant  ovidence,  but  by  far  tlie  larger 
portion  of  it  is  embodied  in  regular  requisitions  issued  from  his 
office. 

But  to  go  at  once  to  the  point,  I  claim  tliat  my  right  to  bill 
Col1.  Gouraud  with  6SX8  material  sent  him  from  the  comircncemont  of 
his  relations  with. me  in  connection  with  the  phonograph,  does  not 


have  bo< 


received  from  hi3 


st  ^Ipon  ouch  clot  ailod  ordors  as 
fico,  hut  is  derived  primarily  from  his  reposted  demands  for 
relies,  a  few  of  vihiob'  I  have-  quoted  in  this  letter,  and  many 
•’0  of  which  arc  in  my  files. 


[ATTACHMENT] 


Orange,  II,  J.  March  17th  1890. 

Major  S.  B.  Eaton,-  - 

No,  120  Broadway,  Not/  York  City. 

Dear  Sir: - 

In  further  reference  to  your  letter  under  date  of  lath 
instant,  enclosing  copy  of  Col.  Gouraud's  letter  under  date  11 th 
instant,  in  regardbto  bills  y/hioh  I  have  rendered  against  him,  and 
in  Y/hioh  he  enumerates  a  number  of  reasons  why  these  bills  should 
not  be  paid  at  the  presant  time.  I  v/ill  answer  those  in  the  ordor 
in  v/hioh  they  occur  in  his  communication. 


FIRST.  Col.  Gournud  states  that  none  of  these  invoices  have  beon 
previously  rendered,  but  fails  to  note  the  fact  that  lists  of  the 
material  covered  by  each  shipment  were  forwarded  to  his  office  at 
the  time  the  shipments  wero  made.  The  greater  portion  of  this 
material  v/as  fhrnished  on  regular  routine  requisitions  received 
from  Col.  Gouraud's  office,  and  it  is  to  be  presumed  that  when  the 
material  arrived  in  London  it  was  checked  with  the  original  orders 
Yfh ich  had  beon  issued  for  it  and  against  the  lists  which  wero  sent 
from  hero.  We  have  never  received  any  complaint  of  shortage  on 
those  requisitions.  What  Col,  Gouraiid  did  not  reooive,  were 
priced  invoices. 


SECOND.  I  acknowledge  the  receipt  of  Col.  Gouraud's  reply, 
stating  that  the  account  Y/ould  have  his  attention  Then  he  returned 
to  London. 


THIBB.  The  letter  and  documents  which  acoompany  this  com¬ 
munication  will  prove  clearly  that  Col.  Gouraud  is  in  error  when 
he  states  that  none  of  the  articles  referred  to  in  the  invoices 
were  ordered  by  him, except  to  the  value  of  $1,000  to  $1,500. 


[ATTACHMENT] 


Major  S.  B,  Mat on. 


March  17th  1890. 


P6BRTH.  The  supplies  sent  to  Mexico  were  furnished  to  Col.  Gou- 
raud  s  agents.  I  refer  to  this  matter  more  specifically  in  the 
accompanying  letter. 

Col,  Gouraud  states,. that  quite  a  number  of  these  items  are  for 
machinery  designed  for  the  manufacture  of  phonographs  in  Europe. 

I  never  sent  him  any  machinery  for  the  manufacture  of  phonographs. 

I  sent  him  machinery  to  the  value  of  about  $800  for  the  nanufacture 
of  phonograms,  but  nothing  for  the  manufacture  of  the  phonograph 
itself.  I  havo  sent  Col.  Gouraud  a  credit  memo,  for  the  phono¬ 
graphs  taken  to  Europe  by  Mr.  Insull.  The  Phonographs  and  sup¬ 
plies  sent  to  the  International  Graphaphone  Company  were  furnished 
on  Col.  Gouraud' s  order,  the  original  of  which  is  enclosed  with 
documents  handed  you  herewith. 

Col,  ucruraud  states  that  of  the  goods  ordered  by  him _ all  or 

nearly  all-are  of  very  recent  shipment,  mostly  since  his  arrival 
in  this  country.  I  would  call  your  attention  to  the  feet  that  a 
division  of  the  Statement  of  Account  will  show  that  all  material 
except  to  the  value  of  about  $800,  was  furnished  prior  to  the  16th 
of  November  last. 

So  far  as  my  request  for  a  settlement  of  this  account  is  con¬ 
cerned,  I  do  not  think  that  I  was  unroasoneb  le  in  assuming  that  the 
material  forwarded  to  Col.  Gouraud  and  covered  by  these  invokes,  ft 
had  been  checked  with  the  requisitions  issued  in  his  office,  which, 
as  I  said  before,  covor  the  greator  portion  of  my  bill.  Any  sup¬ 
plies  not  covered  in  this  manher  were  the  subject  of  correspondence 
between  Col.  Gouraud  and  myself,  and  so  far  as  I  am  concerned,  are 
readily  identified  from  memory. 

The  records  which  I  hand  you  with  this  letter  will  entirely 
refute  Col.  Gouraud' s  charge  that  many  of  the  items  are  an  "After¬ 
thought."  Col.  Gouraud' s  contract  with  me  commenced  in  1887,  and 


Major  S. 

and  it  i 
material 


[ATTACHMENT] 


B.  Eaton, 


March  17th  1890. 


’’  '■“-for.,  rot  -rone.  th«  I  MUinj  him  with 

"as  far  back  as  1888." 


[ATTACHMENT] 


Ho,  ISO  Broadway, 

How  York  city. 


Dear  Sir:- 

Clof  erring  to.  two  lottorq  which  I  wrote  you  undor  dato 
17th  anbtant*  in  regard  to  Ool,  Gourond's  account,  t!o  Edison 
Phonograph  YforJa  have  this  morning  liandod  mo  two  of  Col,  Gourerad'o 
original  ordors  vhloh-  should  havo  boon  enclosed  with  ny  cocKugii- 
cat ions  above  rofoi»rod  t'6.  Thoy  re  lata  to  items  in  tl»  Conrand 
account  as  folio wr>:- 

Invoice,  Gov,  Oth,  1009- - —  ('.110,20 

Enclosed  ploase  find  Col,  Gouraad'o  original  order  no,  11.0,  under 
dato  3opt,  ftjist,  lS3Qr  covering  this  shipment. 

Invoice,  Oct,  SGth,  1GC9 - — O-ii.bO 

Please  find  enclosed  Col,  Oouraud'o  original  order  Ho.  2G4,  undo r 
dato  Oct,  oth,  1339,  and  postal  card  signod  by  J.  Ionia  Young, Col', 
Gousond’o  Ltanogar,  not  dated  by  him,  but  bearing  London  Post  Ofi'ico 
qtarap  Oot,  10,  1309  and  How  York  P.  0.  strap  Oct.  no,  1309,  which 
togo-thcr  with  the  last  mentioned  or  dor  covers  'shipment  roforrod  to 
in  this  invoice. 

Yours  very  truly. 


(Signed) 


Thomas  AU  Edisi 


■■  i  n  u  t  o  a  of  a  iSP-iCIAL  LIHK'i'r.TO  of  the  BOARD  01’ 

hold  at  tho  Laboratory  of  .  r.  vhomao  A.  .kiison,  Oran„:o,  f.  J., 
on  Yfodnooday,  march  19th,  1090. 


Prososvfc.  '.taaowt-  i'hoina3  A.  Edison,  Chariots  Batchelor,  Sara‘1. 
Ins  nil,  and  Alfred  0.  fate.  Llr.  liaison  in  the  Oliair. 

Hi1.  Batchelor,  [seconded  by  ; a'.  Innull,  presented  the  fol¬ 
lowing  ro [solution,  and  moved  its  adoption: 


"RESOLVED,  tlat  tho  action  taken  by  this  Board  at  tho  moe -is iiy; 
hold  at  ITobokon,  on  tho  -i-tlj  »day  of  March,  1390,  bo  and  tho 
sane  is  hereby  ratified,  and  that  it  is  tie  oonoo  of  this 
Boat’d  tlsat  tho  Capital  Etock  of  this  Company  should  bo  in¬ 
creased  as  provided  for  at  that  mooting,  that  is  to  say,  from 
$300,000  to  $000,000,  and  tlsat  this  Board  hereby  approves  all 
stops  tlsat  have  boon  taken  in  that  regard  and  hereby  ins t wots 
tho  Officers  and  Counsel  of  tho  Company  to  immodiatoly  take 
such  other  steps  ass  may  bo  noeossary  to  increase  tho  capital 
stipe k  of  tho  Company  as  aforesaid;  and  bo  it  further 

RESOLVED,  tlsat  tho  distribution  of  the  said  incroasod  capital 
of  $300,000  hcrotoforo  provided  for,  that  is  to  say,  $92,000 
oi'  tho  ro  about,  be  paid  in  oxchango  for  the  pr  oporty  of  the 
International!  Grapliophono  Company,  also  $52,000  or  thereabout, 

to  1»  ■  Btibaoribod  for  .by.  Ur..  .Toooo  Heligman  and— as-aocl-a-taa. _ 

,~a.W  fra on,  fully  paid,  under 
and  pui’suant  to  his  contract  with  tlse  Company  is  also  hereby 
ratified  and  approved." 


[AN  IDENTICAL  AGREEMENT  OF  THE  SAME  DATE  WITH  SAMUEL  INSULL  HAS  NOT  BEEN  FILMED] 

AGREEMENT  made  this  day  of  April, 

1890,  by  and  between  THOMAS  A.  EDISON,  of  Llewellyn  Park, 
State  of  New  Jersey,  of  the  first  part,  and  CHARLES  BATCHE¬ 
LOR,  of  the  City,  County  and  State  of  New  York,  of  the  sec¬ 
ond  part . 

WHEREAS,  the  said  first  party  is  the  owner 
and  holder  of  12,500  shares  of  the  capital  stock  of  the 
Edison  Phonograph  Toy  Manufacturing  Company,  a  corporation 
created  and  existing  under  and  by  virtue  of  the  Laws  of  the 
State  of  Maine,  the  said  shares  constituting  one-eighth  of 
the  entire  capital  stock  of  the  said  Company;  and 

WHEREAS,  under  the  terms  and  provisions  of  a 
certain  agreement  made  and  entered  into  by  and  between  the  I 
said  first  party  and  the  aforesaid  Edison  Phonograph  Toy  j 
Manufacturing  Company,  bearing  date  August  6th,  1889,  and 
more  particularly  of  the  eleventh  section  thereof,  the  said  j 
first  party,  or,  in  case  of  his  death,  his  executors,  as-  | 
signs  or  legal  representatives,  are  entitled  to  one-eighth  j 
of  all  future  increases  of  the  capital  stock  of  the  said 
j,  Edis0n  Ph0*°graph  Toy  Manufacturing  Company,  ovep  and  above1 
its  present  capital  of  One  million  dollars,  in  fully  paid  ! 
and  non -asses sable  shares,  whenever  and  as  often  as  said 
capital  stock  may  hereafter  be  increased,  provided  the  said 
first  party,  or  his  said  executors,  assigns  or  legal  repre¬ 
sentatives,  shall  have  uninterruptedly  held  at  least  one- 
eighth  of  the^lntire  capital  stock  of  sa#  Edison  Phono- 


graph  Toy  Manufacturing  Company,  as  it  stood  prior  to  such 
several  increases,  the  said  provision  being  fully  set  forth 
in  said  agreement  of  August  6th,  1889,  reference  to  which 
is  hereby  made  for  greater  particularity;  and 

WHEREAS,  the  said  first  party  proposes  to 
preserve  intact  his  said  right  to  one-eighth  of  all  future 
increases  of  the  capital  stock  of  the  said  Edison  Phono¬ 
graph  Toy  Manufacturing  Company,  but  desires  and  intends 
that  the  said  second  party  hereto  shall  receive  the  divi¬ 
dends  and  profits  arising  from  1250  of  the  said  shares  of 
stock  held  by  him  as  aforesaid,  although  he,  the  said  first 
party,  is  unable  to  transfer  or  set  over  said  stock,  or  any 
part  thereof,  to  the  said  second  party  or  in  any  way  to 
divest  himself,  the  said  first  party,  of  the  title  to  said 
stock,  or  any  part  thereof,  by  reason  of  the  aforesaid  con¬ 
ditions  and  limitations  in  said  agreement  of  August  6th, 
1889,  contained,  which  conditions  and  limitations  the  said  j 
first  party  is  particularly  desirous  of  recognizing  and 
conforming  to; 

NOW,  THEREFORE,  in  consideration  of  the 
sum  of  one  dollar  by  the  said  second  party  to  the  said  \ 

first  party  in  hand  paid,  the  receipt  whereof  is  hereby  ac¬ 
knowledged,  and  of  other  good  and  valuable  consideration, 
it  is  agreed  as  follows,  to  wit: 

FIRST.  The  said  first  party  hereby  covenants  ! 
and  agrees  that  he  will  promptly  assign,  transfer,  and  pay  | 

2  j 


over  unto  the  said  second  party,  all  and  every  the  divi¬ 
dends,  benefits,  profits  and  rights  of  every  kind  and  na¬ 
ture  whatsoever,  hereafter  accruing  to  him,  the  said  first 
party,  upon  the  said  twelve  hundred  and  fifty  (1250)  shares 
of  the  said  stock  of  the  said  Edison  Phonograph  Toy  Manu¬ 
facturing  Company,  and  all  and  every  the  dividends,  bene¬ 
fits,  profits  and  rights  of  every  kind  and  nature  whatso¬ 
ever,  hereafter  accruing  to  him,  the  said  first  party,  upon 
such  portion  of  any  and  all  future  increase  or  increases  of 
the  capital  stock  of  the  said  Edison  Phonograph  Toy  Manu¬ 
facturing  Company,  as  may  be  fairly  and  properly  apportion- 
J  able  to  said  1250  shares  of  said  stock,  to  whatever  extentn 
this  may  be  possible  without  divesting  himself  of  the  title  : 
to  said  shares  themselves,  within  the  meaning  of  the  said 
Eleventh  section  of  said  agreement  of  August  6th,  1889,  in 
so  far  as  the  said  section  requires  the  said  first  party, 
his  executors,  assigns  or  legal  representatives,  to  hold 
uninterruptedly  One-eighth  of  the  entire  capital  stock  of 
the  said  Edison  Phonograph  Toy  Manufacturing  Company  (in- 
eluding  increases),  in  order  to  entitle  him  or  them  to  the  j 
percentages  of  such  increases  provided  for  in  the  said 
;  Eleventh  nation,  ^  being  distinctly  understood  and  agreed; 
that  nothing  herein  contained  shall  operate  or  be  deemed  to1 
operate  to  interfere  with  the  said  uninterrupted  holding  by 
the  first  party,  his  executors,  assigns  or  legal  represen-  I 
tatives,  of  one-eighth  of  the  original  capital  of  the  said  j 
Company  and  of  all  future  increases  thereof.  j 


SECOND.  It  is  hereby  further  understood  and 
agreed  that  this  agreement  shall  be  binding  upon  and  accrue 
to  the  benefit  of  the  executors,  administrators  and  legal 
representatives  of  the  respective  parties  hereto,  and  shall 
remain  in  force  so  long  as  the  said  first  party,  his  execu¬ 
tors,  assigns  or  legal  representatives,  continue  to  hold 
uninterruptedly  one-eighth  of  the  capital  stock  of  the  said 
Edison  Phonograph  Toy  Manufacturing  Company,  unless  sooner 
terminated  in  accordance  with  the  provisions  hereof,  pro¬ 
vided,  however,  that  should  the  said  second  party  at  any 
time  leave  the  service  o'f  the  said  first  party,  or  cease  to 
be  associated  with  the  said  first  party  in  the  business 
enterprises  in  which  the  said  first  party  now  is  or  may 
hereafter  be  interested,  by  reason  of  the  death  of  the  said 
second  party  or  otherwise,  the  right  of  the  said  second 
party  to  participate  in  the  benefits  and  advantages  accru¬ 
ing  from  any  further  increase  or  increases  of  the  capital 
stock  of  the  said  the  Edison  Phonograph  Toy  Manufacturing 
Company,  made  subsequent  to  that  time,  shall  thereupon  and 
at  once  cease. 

THIRD.  It  is  hereby  further  mutually  under-  . 
stood  and  agreed  that,  in  the  event  of  the  death  of  the 
said  second  party,  the  said  first  party,  or  his  legal  rep- 
resentatives ,  shall  immediately  after  such  death  or  at  any  i 
time  thereafter  have  the  option  and  right  to  demand  that  an 
appraisal  be  made  of  the  value  of  the  then  interest  of  the  | 
said  second  party,  in  the  said  stock,  by  an  appraiser  to  be  j 


agreed  upon  by  the  said  first  party,  or  his  legal  repre¬ 
sentatives,  and  the  legal  representatives  of  the  said  sec¬ 
ond  party,  or  if  the  said  first  party,  or  his  legal  repre¬ 
sentatives,  and  the  legal  representatives  of  the  said  sec¬ 
ond  party  are  unable  to  agree  upon  such  appraiser,  by  a 
board  of  three  appraisers,  one  to  be  named  by  the  said 
first  party,  or  his  legal  representatives,  one  to  be  named 
by  the  legal  representatives  of  the  said  second  party,  and 
the  third  to  be  named  by  the  two  so  chosen,  the  determina¬ 
tion  of  a  majority  of  said  appraisers  to  be  final  and  bind¬ 
ing,  and  the  said  first  party,  or  his  legal  representa¬ 
tives,  shall  have  the  option  of  acquiring  the  said  interest 
of  the  second  party,  and  of  thereby  cancelling  and  termin¬ 
ating  this  agreement,  by  paying  over  to  the  legal  repre¬ 
sentatives  of  the  said  second  party  the  value  of  such  in¬ 
terest  so  determined  as  aforesaid,  and  the  said  legal  rep¬ 
resentatives  of  the  said  second  party  shall,  upon  the  re¬ 
ceipt  of  the  amount  for  which  the  same  has  been  appraised, 
thereupon  reconvey  and  retransfer  to  the  said  first  party, 
or  his  legal  representatives,  by  conveyances  good  and  suf¬ 
ficient  in  law,  all  rights  hereby  granted  to  the  said  sec¬ 
ond  par  ty . 

FOURTH.  It  is  agreed  that  nothing  herein  con¬ 
tained  shall  prevent  the  first  party,  or  his  legal  repre¬ 
sentatives,  as  the  case  may  be,  (a)  from  at  any  and  all 
times  voting  on  all  of  the  said  12,500  shares  of  stock 
herein  referred  to,  in  such  manner  as  he  or  they  may  deem 
5 


best 


I 


S 


or  (b)  from  selling  or  otherwise  disposing  of  all  of 
the  said  12,500  shares  of  stock  herein  referred  to,  or  any 
part  thereof,  at  any  time,  in  such  manner  as  he  or  they  may 
consider  best  for  his  or  their  own  interest  and  that  of  the 
second  party  herein  provided  for.  It  is,  however,  further! 
agreed  that  if  at  any  time  hereafter  the  first  party  or  his! 
legal  representatives  should  sell,  transfer,  assign  or  in 
any  way  dispose  of  the  said  12,500  shares  of  stock  of  the 
Edison  Phonograph  Toy  Manufacturing  Company,  or  any  part 
thereof,  he  or  they  will  immediately  thereafter  either  as¬ 
sign,  transfer  and  pay  over  to  the  said  second  party,  or 
his  legal  representatives,  one-tenth  of  all  and  every  the 
benefits,  profits,  and  advantages  accruing  to  him,  the  said 
first  party,  or  his  legal  representatives,  from  the  sale, 
transfer  or  disposition  of  the  said  1^500  shares  of  said 
stock  in  which  the  second  party  is  interested  as  herein  set 
forth,  or  will  transfer  and  set  over,  or  cause  to  be  trans- 
ferred  and  set  over  unto  the  said  second  party,  or  his 
legal  representatives,  such  a  number  of  the  shares  of  the 
said  stock  (but  not  exceeding  1250  shares  thereof)  as  shall 
be  equal  to  one-tenth  of  the  total  number  of  shares  sold  as  ! 
aforesaid,  it  being  at  the  option  of  the  first  party  or  his ! 
legal  representatives,  either  to  pay  for  one-tenth  of  the  j 
proceeds  of  sales  as  aforesaid  or  to  deliver  one-tenth  of  ! 
shares  of  stock  as  aforesaid. 

It  is  further  agreed  that  in  the  event  of  the  liqui- j 
dation  of  the  said  Edison  Phonogram  Toy  Manufacturing  Com-  j 


agree- 


pany  for  any  cause,  during  the  continuance  of  this 
ment,  the  said  first  party  or  his  legal  representatives 
will  immediately  assign,  transfer  and  pay  over  unto  the 
said  second  party,  that  portion  of  the  assets  of  the  said 
Edison  Phonograph  Toy  Manufacturing  Company,  or  the  avails 
thereof  received  by  said  first  party  or  his  legal  repre¬ 
sentatives  and  fairly  and  properly  apport ionable  to  the 
said  1250  shares  of  said  stock  and  all  increases  thereof  in 
which  the  said  second  party  or  his  legal  representatives 
may  be  entitled  to  an  interest  hereunder. 

IN  WITNESS  WHEREOF,  the  parties 
hereto  have  hereunto  subscribed  their  names  and  affixed  ' 
their  seals,  at  the  City  of  New  York,  on  the  day  and  year 
first  above  written,  this  agreement  being  for  convenience  1 


Witness  to  Mr.  Batchelor:’ 


23— DISCHARGE  l 


I  That  a  certain^!. ORTGA  GE  leaving  date  the 

I  - day  ofJZ^y^  -  in  the  year  of  Our  Lord  Om 

Thousand  Eight  Hundred  and  /S-d  /ZAsCC - made,  d  eie  til’ 

/CL.  /f^jL^rxJ- _ _ _ _ 


and  SLOC-O~r  cLt  °f  the-f^fa tJLsfci’of  the  County  of 

in  Booh fab)  /  «?V  of  ^Mortgages,  page^t  onthe  ^u^yifTLLt^,  u\ 

dag  - lsfr(o,ul  cf .  SO  o'clock'/^  M.,  is  jxtid  and  satisfied; 

and  vf&L' do  hereby  consent  that  the  same  muy  hejdischaryed  of  Record,  ;| 

Dated  ^ day  of  IS  ^  O  .! 

^Witness  ‘  0  Us>  n-a^^c£—  *'*■*< /L  ;! 

*“•  wr^^_  Vid&jL  "u^H^c  ^  \ 

U/Wu  ut  0/C  c/w-e\-  oJOL.  <5rO,  J^mk. 

^  %  wS'"  .  0..  >•  G  cn/vs&a&i. 


^  %  'u/Ss*  .  (X  -  C  </i/vs$va&A». 


ffijJt&flKCmlWflt  That  on.  this  jay  ; 

of  - m  the  year  of  Our  Lord  One  'Thousand  Eight  Hundred  \ 

and.  r/LcscAUJCif, - before  me _ _ _ _ 

persoiu^ Au  djUL+xJ  dv  (^tryddtJ^  n  /?  j! 

^%4-e-  °J  ‘j  Ojt:  diLn^-fU,  j/\0<K>A.  J 


flJoJ^U  Y-\Qf\  ^ at  /  ^ C 

who,  I  am  satisfied  i-4  the  person  mentioned  in  the  foregoing  Discharge  of  Mortgage, 
to  whom.  I  first  made  known  the  contents  thereof  and  thereupon  'fijLs  acknowledged 

that  KJO  signed,  sealed  and  delivered  the  same  as  eLiIaj  voluntary  act  and  deed 
for  the  uses  and  purposes  therein  expressed.  v  i 


d  delivered  the  same  as  fLu,  voluntary  act  and 


/  ^  4llt  That 

-  day  of  O. 

Thousand  Eight  Hundred  and  efi&Tj  /d^ 


cM^cu,  o/.  $oUjL,t 


•ertarn  MORTGAGE  hearing  date  the 

y -  in  the  year  of  Our  Lord  One 

- made  and  executed  by 


and  A/AlurT-o(jL  oty  in  the  office  of  the  cA-&rof  the  County  of 

■in  Eooh  /?-  of  Mortgages,  paged  /M,  /  3  3,  /3%/Jjoii  the 

%  nf^wUo^.  lsPk ,  at  o'clock  ~$M.,  is  paid  and  satisfied; 

and  'lA-LS  do  hereby  consent  that  the  same  may  be  discharged  of  Record. 

Dated  ? day  of  18^0 

Witnt&s:  Q-u^~  ^ cu* cL  ^t/Nfo  n  X 

OiA/wi/ia  C.  u\s\a\ oJUU-  jril 
M  'U/v-  CL.  Cl  caa^TcOA, 


of  QAaJJj- 


tCfjCXT.  That  on  this  day 

n  the  year  of  Our  Lord  One  Thousand  Eight  Hundred 


personally  appeared  <fyu  oLeyi^cA  CU  ( ^Ai^ZfoL^SL  ✓? 

y  (rj  £>nU  gjl.  ^2 rt-t*A-feL, 

who,  I  am  satisfied  l*C  the  person  mentioned  in  the  foregoing  Discharge  of  Mortgage, 
to  whom  I  first  made  known  the  contents  thereof  and  thereupon  acknoivledged 

that  JUs  Signed,  sealed  and  delivered  the  same  as  *-JUaL>  voluntary  act  and  deed 
for  the  uses  and  puiposes  therein  expressed.  ^ 


Mew  York  City,  April  28,  1890. 


ir.q. 


.0  i'.ai lvray  Company  hi  fclio  Uni tocl 
land  you  annexed  horoto  tin;  foil  r  win 

to  assign  inventions.  Analysis  of. 
tc. made,  by  mo  April  ZC,-  ISOO*' 
i.ir,  Edison  and  Mr.  yield.  Analysis 
racta^mada  by  Mo  April  20,  1890, 
Stock.  Analysis  of  all  existing  con- 
mil  20,  1890. 

i  mo  to  the  Edison  General  Electric 
L  28,  1890,  go  Wing  forth  certain  do- 
iO  separation  of  the  Edison  and  field 
.  d  Railway  Corap  any. 
j  final  agreement  of  separation,  Thi 
ift  of  this  agreement  and  probably 
.ered  before  execution,  hut  it  in- 
separation  as  arranged  by  Mr.  J .hood 


i  bunch  of  documents  array  among  your 


[ATTACHMENT] 


AGREEMENTS  to  assign  INVENTIONS. 

April  26th,  1883.  Tho  agreement  for  the  parent  Company 
provides  that  Edison,  Eaton  and  the  Light  Conrpany  shall 
transfer  all  inventions  applicable  exclusively  to  elec¬ 
trical  propulsion  on  railways,  for  tho  United  States,  ex- 
copt  Elevated  Railways  in  tho  City  of  New  York,  and  all 
machinery,  railway  equipment,  implements  and  other  plant 
used  fbr  developing  tho  some.  Mr.  Edison's  future  in¬ 
ventions  cade  prior  to  January  12,  1886, _  woro  also  to  bo 
!  assigned,  to  the  above  extent. 

Way  18th,  1883.  Assignment  of  Patents  anl  inv^tions  by 
Mght  Oo.  and  Mr.  Edison.  This  covers  letters  Patent 
!  alr0ady  nrantod  delusively  applicable  to  electrical  pro¬ 
pulsion  on  railways  (Schedule  A),  also  applications  ex¬ 
clusively  applicable  to  railways  (Schedule  0),  also  Pat- 
onts  which  are  applicable  both  to  railways  and  to  other 
purposes  (Schedule  B). 

I  March  6th,  1884.  This  agreement  anulled  the  agreement 
|  of  April  26th,  1883,  for  electric  railways  find  enlarged 

I  th°  °th9r  acr0°n"mt  *«"*  ^te  so  as  to  include;  elec-  j 
j:  trie  railways.  j 

:j  ^  oaroful  t0  covenant  that  no  licenses  had  been 

I  RlVen‘  In  the  propoBed  agreement  between  the  Railway  o0. 

,  and  the  General  Go.,  I  should  insert  a  covenant  to  that 


[ATTACHMENT] 


© 


effect.  I  find  that  Moadoworowft  wrote  me  under  date 
February  19,  1885,  that  a  oontraot  was  about  to  be  exe¬ 
cuted  with  the  Manhattan  Elevated  Railroad  Company  and 
with  oertaih  parties  who  would  ontor  into  the  new  Amori- 
-■  can  Electric  Railway  Company.  Possibly  those  contracts 
were  executed.  At  any  rate,  I  should  insert  a  covenant 
that  no  licenses  have  been  granted,  and  also  find  out 
whether  those  contracts  include  a  license.  I  believe 
that  the  resolution  of  tho  Manhattan' Company  was  passed 
on  January  8th,  1885,  and  that  it  can  be  found  in  the 
MinuteB  of  our  Rloctrio  Railway  Company  of  that  date, 

;  rirant  inn  tho  use  of  tho  Sooond  Avenue  struoturo.  There 
is  a  report  in  our  Minutes  of  January  8th,  1885,  showing 
that  this  would  cost  §53,000,  and  it  was  for  the  purpose 
of'  raising  ihis  money  that,  the  hoard  decided  to  sell 
5,000  shares  of  the  Treasury  stock  in  the  hands  of  the 
Trustees  at  fifteen  dollars  a  share. 

January  15th,  1885.  Letter  from  Mr.  Eaton  to  D.  D. 
Field,  discussing  unfinished  matters  and  contracts  yet 
to  be  drawn.  The  same  subject  matter  is  virtually  cov¬ 
ered  in  his  lottor  of  February  14,  1885,  mentioned  bo low. 

j|  February  14th,  1885.  Letter  from  8.  B.  Eaton  to  D.  ». 

|f  Field.  Eaton  advised  tho  execution  of  two  certain  agroe- 
ments,  which  wo  afterwards  executed  under  data  of  Febru- 

:  ary  24,  1885,  referred  to  below. 


[ATTACHMENT] 


0 


© 


February  24th,  1885.  Agreement  between  Field,  Reed, 
Edison,  Eaton  and  the  light  Company,  annulling  the  Elovat 
ed  Agreement  of  April  26th,  1883,  also  giving  t,o  the 
parent  Company,  by  enlarging  its  agreement  of  April  2Sth, 
1883,  all  which  would  have  gone  to  tine  Elevated  Railway 
under  the  said  lessor  agreement.  The  third  section  of 

this  agreement  ia  a  general  release  inter  sese  toiiohing 
said  Elevated  Railway  Agreement  of  April  2Sth,  1883'. - 

February  24th,  1885.  Agreement  between  light  Co.,  Edi- 
spn,  and  Electric  Railway  Company  of  the  United  StateB. 
This  agreement  refers  to  tho  .license  Agroomont  of  May  18, 
1883,  and  more  particularly  to  Section  3  art  Section  6 
thereof,  whereby  the  light  Co.  art  Edison  made  reserva¬ 
tions  in  behalf  of  the  Elevated  Railways  in  Jlew  York 
Oity.  Tho  agreement  then  goes  on  to  provide  that  those 
reservations  are  to  bo  cancelled,  art  modifies  the  said 
agroomont  of  May  18,  18.83,  by  ccnceHing  all  reservations 
touching  Patent  Rights,  licenses  art  Inventions  as  to 
said  Elevated  Railways,  and  giving  the  Electric  Railway 
Company  of  the  United  States  all  rights  to  the  United 


States. 


[ATTACHMENT] 


© 


REIMBURSING  MR.  EDISON  AND  MR .  FIELD. 

April  2G1>h,  1883.  Parent  Company.  See.  X  provides 
j  that  out  of  $500,000  of  stook  reserved  for  working  oapi- 
I  tal,  $10,000  shall  be  used  for  development,  and  that 
after  this,  Edison  and  Field  shall  be  reimbursed  (See. 

VII)  to  an  extent  not  exceeding  $5,000  for  Mr.  Field  and 
$60,000  for  Mr.  Edison.  All  proceeds  shall  bo  used  to 
make  these  payments  until  they  are  paid.  After  that  the 
proceeds  of  the  sale  of  stock  shall  be  disposed  of  as  the 
Directors  may  from  time  to  time  determine.  j 

|  May  18th,  1883.  Mr.  Fabbri  executed  a  declaration  of  j 
j  trust,  agreeing  that  after  paying  $10,000  to  the  Company  j 

j  f°r  itS  °Wn  U808’  the  na«  maney  realized  from  the  sale  j 

|  of  the  trust  stook  of  5,000  shares,  should  be  used  to  re-  I 

|  imburse  Mr.  Field  and  Mr.  Edison.  j 

j  6th’  1884,  This  aeroem  nt  increased  the  first  stock  | 

|  reserved  for  working  capital,  from  5,000  shares  to  10,000  j 
!  8hares*  and  Provided  for  the  sale  of  stock  to  realize  j 

$150,000,  at  not  less  than  $15.  a  share.  Edison  was  a  ! 

Party  to  this  agreement '  ,  but  there  is  nothing  in  the  ,  j 

agreement  altering  the  old  toms  about  his  being  reim- 
bursed. 


15th' 18S6-  S75,000 
"*  -  *■»  1.  to  0„  trl>1 


[ATTACHMENT] 


s  © 


experiments .  The  reimbursement  of  Edison  and  Field  was 
postponed  until  after  this  disbursement .  They  are  par¬ 
ties  to  this  agreement.  1  find  that  this  agreement  was 
actually  exeouted  on  January  15th,  1885. 

January  15th,  1885.  letter  of  instructions  to  Christen-  i 
sen,  KdiBon  and  Field  join  in  signing  this  letter  and 
consent  that  the  payments  to  bo  made  them  may  be  post¬ 
poned  until  $75,000,  being  the  proceeds  of  the  proposed 
sale  of  5,000  shares  of  the  Trustee  Stock,  are  paid  to 
the  Railroad  Co.;  and  the  Railway  Co.  makes  a  similar 
consent  as  regardB  its  $10,000. 

January  18th,  1885.  The  Board  passed  a  resolution  sub-  I 
stituting  Christensen  as  Trustee  in  place  of  Dimon,  and 
the  record  shows  that  Edison,  Field  and  Baton  assented.  I 
Reed  was  absent  from  the  City  but  I  think  he  assented 
afterwards.  J  have  a  copy  of  this  resolution.  1 

February  4th,  1885.  Agreement  between  Edison  and  light 
Compqny,  This  agreement  annuls  the  provisions  of  the 
agreement  of  January  12,  1881,  as  to  railways.  Sec.  S 
provides  that  as  regards  the  stock  in  the  -Electric  Rail¬ 
way  company  of  the  United  States,  two-thirds  shall  go  to  I 
the  light  Co.,  and  one-third  to  Edison,  and  If  the"  stood  '  j 
bo  exchanged  for  tether  stock,  the  same  division  shall : 
obtain.  sec.  4  recites  that  as  regards  $16,000  for  ex- 
penses  due  Edison  under  Sec.  2  of  the  agreement  of  Jan¬ 
uary  12,  1881,  $15,000  was  paid  on  June  30th,  1881,  and 


[ATTACHMENT] 


®-  © 


!  raison  waives  the  remaining  $1,000.  Sec.  5  recites  that 
|  th0  exa°t  amount  clue  to  Edison  under  See.  7  of  the  agree¬ 
ment  of  April  26th,  1883,  with  Field  et  al,  is  $60,407.87 
in  which  the  interest  of  the  Light  Co.  is  $22,236.83  and 
|  the  interest  of  Edison  is  $38,261.04,  and  when  any  pay- 
|  ment  iB  mado  8h«H  to®  divided  in  the  above  proportions 
nineteen-thirtiethsto  Edison  and  el even-thirtieths to  the 
Light  Oo.  Sec.  6  refers  to  a  provision  in  the  Second- 
Section  of  the  agreement  of  January  12th,  1881,  providing 
for  the  payment  of  another  like  sum  in  cash  to  Edison  out 
'  of  the  net  earnings  of  the  then  proposed  Railway  Co.*  and 
|  provides  that  so  long  as  the  joint  interest  of  the  Li#it 

j  C0’  Snd  Kdlstm  ln  stock  of  the  Electric  Railway  Com-  j 

pany  of  the  United  States  as  detewnined  in  Boo.  3  of  this  i 
;  agreement  of  February  4,  1885,  remains  undivided,  this 
j  second  payment  of  $16,000  shall  be  a  lien  on  the  said  un- 
|  dxvided  J°int  interest  and  on  all  dividends  therefrom,  j 
but  if  the  stock  is  divided,  that  is  to  say  one-third  to 
|  Mison  and  two-thirds  to  the  Light  Oo.,  this  second  pay¬ 
ment  of  $16,000  shall  follow  the  Certificates  in  the  same 
proportion,  that  is  to  say,  Edison  shall  assume  §5,333.33 
and  the  balance  shall  be  a  lien  on  the  Certificates  de¬ 
livered  to  the  Light  Co.  and  on  the  prooeeds  and  divi-  j 
dends. 

May  81st,  1885.  Letter  from  the  Light  Co.  and  Cyrus 
Field  to  Mr.  Christensen.  On  May  4,  the  Board  of  the.  . 
Wght  Co.  passed  a  resolution  directing  its  officers  to  j 


[ATTACHMENT] 


© 


© 


|  8isn  a  lGtter  Jointly  with  Mr.  Field,  asking  Christenson 
to  reloaBe  the  5,000  shares  of  stock  that  have  been  sold. 
Unfortunately  we  cannot  find  a  copy  of  the  letter  which 
appears  to  have  been  written  on  May  21st.  Probably  it 
|  was  merely  a  request  to  Christensen  to  release  5,000 
|  8harea  °f  stock  which  had  been  sold  for  $75,000,  Mr, 
Hastings  writes  me  April  25th,  1890,  that  he  canot  find 
this  letter. 

March  2nd,  1886.  n  Agreement  between  Field,  Rood,  Edison, 
Eaton  and  Light  Company,  for  distributing  15,000  shares 
|  of  stock.  This  agreement  incites  that  the  stock  is  now 
I  held’  on®-hnlf  in  block,  one-barter  in  the  hands  of 
j  as  Trustee,  and  the  other  one- quarter  has 

j  b8en  S°ld  38  arranSe*’  and  that  it  is  now  intended  to  . 

|  d8llVer  1>hG  10‘000  held  in  block,  to  the  parties 

|  entitl9d  thereto,  and  to  have  the  said  5,000  shares  that 

|  were  sold,  delivered  immediately,  and  this  agreement  . 

j  thei’0fOre  ^videa  that  all  of  the  stock'  except  the  5,000 
j  shares  held  in  trust  by  Christensen, mshall  be  at  once  do- 
|  livered  to  the  parties  entitled  thereto. 


I 


[ATTACHMENT] 


9 


THE  TRUSTEE  STOCK. 

April  26th,  1883.  Parent  Company.  one  quarter  of  the 
stock  ($500,000)  shall  be  reserved  for  working  capital. 
0\vt  of  the  proceeds,  $10,000  Bhall  be  used  for  develop¬ 
ment.  next,  Mr.  Edison  and  Mr.  yield  are  to  be  reim¬ 
bursed  pro  rata.  After  that,  the  proceeds  shall  be  dis¬ 
posed  of  by  the  Directors.  The  balance  of  the  stock 
($1,500,000)  shall  be  deposited  with  a  Banking  Company 
under  charge  of  a  Committee  of  three,  forming  a  Pool,  and 
receipts  shall  be  issued  for  such  deposit.  This  Commit¬ 
tee  must  be  dissolved  within  two  years,  when  unsold  stock 
shall  be  handed  back  to  its  owner. 

May  18th,  1883.  Mr.  Fabbri  made  a  declaration  of  trust 
touching  the  aforesaid  5,000  shares  of  working  capital. 
First,  he  was  to  assign  50  shares  to  the  ninth  Trustee. 
Next,  he  was  to  sell  under  the  direction  of  a  majority  of 
the  Board,  stock  enough  to  realize  $10,000  for  the  use  of 
the  Company,  also  stock  enough  to  realize  $65,000  for 
Field  and  Edison,  also,  thirdly,  for  other  purposes  of 
the  company,  and,  lastly,  to  use  or  divide  the  rest  under 
the  direction  of  a  majority  of  the  then  Board,  as  request 
ed  in  writing  by  them.  on  May  19,  1883,  o.  T.  Christen¬ 
sen  was  substituted  for  Mr.  Fabbri,  by  consent. 


[ATTACHMENT] 


•  * 


March  6th,  1884,.  This  agreements  erased  the  Elevated 
Railroad  exception  from  the  parent  Company  Agreement  of 
!  April  26,  1883.  It  further  provides  that  one-half  of 
I  the  stock,  instead  of  one-fourth,  shall  be  reserved  for 
J  working  capital.  The  Third  Section  reoltes  that  the' 
j  provision  for  pooling  the  stock  under  Sec.  11  of  the 
j  agreement  of  April  26th,  1883,  has  never  been  carried  out 
|  but  the  stock  has  been  deposited  with  Charles  Dimon  as 
j  Treasurer  of  the  Railway  Co.,  in  trust  for  the  parties  in 
whose  names  the  cortifioates  were  drawn,  also  that  the 
stock  shall  be  kept  by  Dimon  or  by  such  other  Trustee  as 
the  Directors  of  the  Company  may  with  the  consent  of 
|  Field,  Reed,  Edison  and  Eaton,  or  any  throe  of  them,  des¬ 
ignate,  also  that  this  trust  stock  shall  be  distributed 
Just  as  soon  as  enough  of  the  stock  reserved  for  work¬ 
ing  capital  has  been  sold  to  net  $150,000.  Sec.  4  pro¬ 
vides  that  the  10,000  shares  of  working  ca;>ital  may  be 
sold  under  the  direction  of  a  majority  of  the  Board  at 
not  less  than  $15. 

January  15th,  1885.  This  is  between  Field,  Reed,  Edison 
Eaton  and  the  Eight  Company.  My  copy  is  apparently  cor¬ 
rect,  but  I  am  not  certain.  This  agreement  provides 
that  5,000  shares  of  the  stock  reserved  for  working  capi¬ 
tal  shall  be  sold  at  $15  a  share,  one -half  to  be  offered 
to  the  Field  interest,  and  the  other  one-half  to  the  Edi¬ 
son  interest.  This  was  done  by  the  Edison  interest,  as  I 
appears  by  printed  circular  of  January  10,  1885,  and 


[ATTACHMENT] 


ft 


ft 


|  printed  form  of  subscription.  Certificates  of  Stock 
|  are  not  to  be  delivered  for  the  present.  The  proceeds 
|  of  the  sale  have  been  deposited  with  D,  M.  &  Co.,  and  to 
j  be  expended  under  the  direction  of  the  Committee  for 
I  trial  purposes.  Under  Sec.  V  the  reimbursement  to  Field 
!  Qncl  Edison  areppostponed  to  the ^ disbursements  herein  pro- 
!  vidod  for. 

January  15th,  1RS5,  Letter  from  Mr.  Baton  to  I),  n. 
Field,  containing  draft  of  proposed  instructions  to 
Christenseniji  which  1  believe  were  afterwards  Given;  re¬ 
ferring  also  to  proposed  agreement  between  Field,  Reed, 
Edison  and  Eaton  which  was  also  executed  as  of  January 
15th,  1885 j  and  referring  to  various  Unfinished  matters, 
the  letter  coeo  onto  say  that  all  certificates  of  stock 
should  bo  returned  and  cancelled,  and  that  new  Certifi¬ 
cates  shall  be  executed  in  their  place.  Eaton's  copy 
of  this  letter  contains  the  notesmade  by  him  and  Mr. 

Deyo,  touching  tills  matter  of  issuing  new  Certificates, 
and  Eaton  has  among  his  papers  a  pencil  report  on  sheets 
of  yellow  legal  cap,  showing  how  he  and  Deyo  adjusted  the 
mistakes  about  Stock  Certificates,  This  letter  also  re¬ 
cites  corrections  to  bo  made  in  the  Book  of  Minutes, 
which  appear  to  have  been  made.  it  refers  also  to  re¬ 
leasing  2,500  shares  of  stock  belonging  to  Reed  and  Rog¬ 
ers.  Sec.  (8)  of  the  letter  refers  to  the  license  from 
the  Light  Oft.  fro  the  Railway  Co.,  f.or.  the  use  of  the  dyna¬ 
mo  in  railway  matters,  but  had  never  been  prepared  and 
executed  up  to  that  time,  and  Sec.  (9)  refers  to  the  fact 


[ATTACHMENT] 


©  © 


that,  the  Patents  of  the  Light  Co.  had  never  been  deliver¬ 
ed  to  the  Railway  Co.,  which  I  believe  was  done  immedi- 
j  ataly  afterward.  l’his  letter  was  followed  up  by  a  sub- 
j  s<J<JU£mt  letter  from  Mr.  Eaton  to  15.  D.  Field,  dated  Feb- 
j  ruai’y  14,  1885. 

January  15th,  1880.  Instructions  to  Christensen  from 
the  entire  Board,  with  the  approval  of  Edison,  Field,  the 
Electric  Railway  Company  of  the  United  States  and  Mrs. 
Rogers.  This  letter  relates  to  the  Fabbri  Trust  stock' 
of  May  18,  1883.  It  directs  the  sale  of  5,000  shares  at 
$15  a  share,  one-half  to  the  Edison  interest  and  one-half 
to  the  Field  interest.  It  gives  the  form  of  receipt. 

It  directs  that  the  proceeds  are  to  be  deposited  with 
D.  M.  &  Co.  to  the  order  of  tho  Railway  Company.  No 
transfers  are  to  be  made  except  on  the  joint  request  'of  . 
the  Light  Company  and  Cyrus  Field.  It  provides  that  ’.the 
old  provisions  of  the  old  trust  of  May  18,  1882,  shall  be 
postponed  so  far  as  the  $10,000  payment  to  the  Company, 
and  the  $65,000  payaents  to  Field  and  Edison,  are  con-  • 
earned,  that  is  to  say,  shall  be  postponed  to  the  extent 
of  this  proposed  sale  of  5,000  shares  of  stock. 

January  l6th,  1885.  Ihe  Board  of  the  Co.  ^ 

Chrt»,.mon  „  Irustoo  ln  — 

Of  M„„.  Ml.m,  K.Id  Btcn  b8teg 

away, 


-4- 


[ATTACHMENT] 


B 


I 


February  4th,  1885.  Agreement  between  Light  Co,  and  j 

Edison.  ThiB  revises  Edison's  agreement  of  January  1$, 
1881,  as  to  Electric  Railways.  Sec,  3  of  this  agreement 
provides  that  as  regards  stock  in  the  Electric  Railway 
Company  arising  out  of  the  agreement  of  April  26th,  1883,, 
the  Light  Co.  shall  have  two-thirds  and  Edison  one-third. 
Sec,  VII  provides  that  if  this  stock  this  jointly  appor-  | 

tioned,  is  afterwards  exchanged  for  other  stock,  the  | 

same  rate  of  division  shall  obtain.  ■■  | 

February  10th,  1885.  Lot.  ter  from  the  Light  Co.  and  ! 

Cyrus  Field  to  Clwistensen,  Trustee,  directing  him  how  to 
transfer  the  5,000  shares  of  stock  he  was  to  sell,  and 
containing  forms  of  Certificates.  My  copy  of  this  let¬ 
ter  does  not  bear  any  signature,  and  I  am  not  certain 
whether  it  was  ever  executed  or  not.  But  I  think  it  was. 
Meadowcroft  wrote  me  on  February  19,  1885,  that  no  meet¬ 
ing  of  the  Board  had  been  held  3ince  February  4th,  and 
that  he  did  not  think  these  instructions  had  been  execut¬ 
ed. 

May  21st,  1885/  Letter  from  the  Light  Co.  and  Cyrus 
Field  to  Mr.  Christenson.  On  May  4th,  the  Board  of  the 
Light  Co.  passed  a  resolution  directing  itB  officers  to 
sign  a  letter  jointly  with  Mr.  Field,  asking  Christensen 
to  release  the  5,000  shares  of  stock  that  had  been  sold. 
Unfortunately,  we  cannot  find  the  copy  of  the  letter 
which  appears  to  have  been  written  on  May  21.  Probably 
it  was  merely  a  request  to  Christensen  to  release  the  ■  I 


[ATTACHMENT] 


« 


I 


5,000  shares  of  stock  which  had  been  sold  for  $75,000. 
Mr.  Hastings  writes  me  April  25,  1890,  that  he  cannot 
find 'this  letter. 

Maroh  2nd,  1886.  Agreement  between  Field,  Reed,  Edison, 
Eaton  and  Light  Company,  for  distributing  10, 000, -shares 
of  stock.  This  agreement  recites  that  the  stock  is  now 
held,  one-half  in  blook,  one-quarter  in  the  hands  of 
Christensen  as  Trusteq,  and  the  other  one-quarter  has 
been  sold  as  arranged,  and  that  it  is  now  intended  to 
deliver  the  10,000  shares  held  in  block,  to  the  parties 
entitled  thereto,  and  to  have  the  said  5,000  shares  that 
were  sold,  delivered  immediately,  and  this  agreement 
therefore  provides  that  all  of  the  stock  except  the 
5,000  shares  held  in  trust  by  Christensen,  shall"  be  at 
once  delivered  to  the  parties  entitled  thereto. 


[ATTACHMENT] 


New  York  01 ty,  April  28,  1890. 


Edison  General  Electric  Co., 

J.  H.  Herrick,  Esq.,  Vice-President . 

Dear  Sir:- 

Re  Eleotrio  Railway  Co.  of  the  U.  3.  I  beg  to  say 
that  I  have  drawn  the  agreements  for  the  separation  of  the 
Edison  and  Field  interests  as  directed  by  Mr.  Wright.  A 
copy  of  the  principal  agreement  will  be  sent  you  by  Mr. 
Marcus,  with  a  call  for  a  meeting  of  your  Board  to-morrow. 
Permit  me  to  Bubmit  the  following  explanatory  statement: 

(1)  As  to  the  §60,000.00  to  bo  paid  Mr.  Edison, 
which  the  General  Co.  now  assumes,  it  appears  from  the 

■  aeroom°nt  of  February  4,  1885,  between  Mr.  Edison  and  the 
light  Co.,  that  this  exact  amount  is  §60,497.87,  of  this 
the  Light  Co.  owns  §22,286.83,  and  Mr.  Edison  §38,261.04. 
The  General  Co.  now  assumes  these  obligations. 

(2)  The  said  agreement  of  February  4,  1885,  also 
provides  for  paying  Mr.  Edison  $16,000.00  which  amount  is 
made  a  lien  on  the  stock  of  the  Light  Co.  in  the  Railway 
Oo.  Of  this  amount,  one-third  is  assumed  by  Mr.  Edison, 

j  leaving  two-thirds  to  be  hereafter  paid  to  him  by  the  Light 
!;  1  d°  n0t  underetand  that  the  General  Oe.  assumes 

this  indebtedness.  Whether  it  should  assume  it,  is  a 
question  yet  to  bo  decided. 

(a)  r  assume  that  Mr.  Hastings  is  arranging  to  have  , 
forthcoming  to-morrow,  the  §20,000.  in  bonds,  the  5,000 


[ATTACHMENT] 


2 

shares  of  treasury  slock,  and  the  7,500  shares  of  other 
stock. 

(4)  We  turned  over  to  the  Railway  Co.  not  only  our 
patents,  but  also  our  equipment  of  Electric  Railway  mate¬ 
rial  of  various  sorts.  This  included  whatever  there  was 
at  Menlo  Park.  As  I  understand  it,  we  aro  not  to  get  this 
back.  If  you  expect  to  got  this  back,  please  toll  me  and 
I  shall  provide  for  it  in  the  agreement,  if  the  Fields  con¬ 
sent  . 

(5)  Touching  the  alleged  claim  against  the  Edison 
directors  in  the  board  of  the  Railway  Co.,  fbr  conspiracy 

i  and  neglect  of  duty,  none  of  the  Fields  will  execute  any 
paper  except  possibly  Mr.  Stephen  Field.  They  say  that 
they  have  never  thought  of  pursuing  our  directors,  and  that 
they  would  consider  it  an  impertinence  to  us  to  execute  any 
paper  referring  to  it.  Mr.  Stephen  Field  has  thought  of 
pursuing  us,  and  will  execute  the  paper  if  we  wish. 

(6)  To-morrow  we  are  to  furnish  the  resignations  of  j 
our  members  of  the  board  of  the  Railway  Co.,  namely,  Messrs.; 
Herrick,  Johnson,  Hastings,  McClement  and  Trask.  At  least 

;!  0ne  of  our  Sectors  should  attend  the  board  meeting  of  the  ' 
■j  Railw&y  Co*  to-morrow,  in  order  to  enable  them  to  get  a 
Jl  quorum-  ,j;hoir  board  mooting  takes  place  at  12.30,  to-  j 
ij  morrow,  Tuesday.  j 

(7)  A  meeting  of  the  stockholders  of  the  Railway  i 
;  Co.  will  take  place  about  the  10th -of  May,  and  all  that  is  | 
j:  now  done  touohing  the  separation  of  interests  will  be  sub-  | 

raitted  to  the  stockholders  for  their  aj^roval.  j 

. .  ■  ■ _ _  I 


[ATTACHMENT] 


§ 


(s)  Replying  to  your  question,  nanoly,  what  author 
ity  (toes  Mr.  Rhristonson,  trustee,  require  to  justify  him 
in  turning  over  to  the  Railway  Company,  the  five  thous¬ 
and  shares  of  Treasury  stock  hold  by  him.  my  opinion  is  • 
that  ho  requires  a  letter  request  ine  him  to  turn  the  stock 
over,  said  letter  to  bo  signed  by  Stephen  I).  Meld,  Simoon 
0.  Reed,  Thomas  A.  Edison,  8.  B.  Eaton,  The  Edison  Elec¬ 
tric  Mnht  Company ,  and  by  a  majority  of  the  Board  of  Di¬ 
rectors  of  the  said  Railway  Company  in  office  at  the  date 
of  said  letter.  It  seems  to  mo  that  it  will  be  bettor 
to  have  those  Directors  consist  ontirely  of  members  rop- 
nsentin*  the  Meld  interest.,  The  said  letter  should 
bo  somewhat  as  follows: 


C-  T.  Christensen,  Esq.,  New  Yo*  01  April  88,1891 
floar  Sir:- 

S  Su¬ 

et  sir  =s  uxz  s*iry 

Respectfully, 


(9)  Referring  to  the  resignations  of  the  five 
Edison  directors  motioned  above,  I  believe  that  each  of 
thorn  hold  five  shares  of  stock  which  they  received  from  tho 
Urht  Co.  to  qualify  them  as  directors.  Are  they  to 
hand  this  stock  back,  or  not? 

(10)  Inasmuch  as  fto  Edison  lntorost  will  Btin 


[ATTACHMENT] 


I 


i 


oontinue  to  hold  stock  in  the  sold  Railway  Company  even 
after  the  present  proposed  deal  is  carried  out,  wo  should 
boo  to  it  that  the  Minutes  of  the  Board  Mooting  of  tho 
Railway  Company  to  bo  hold  on  April  89,  should  recite  tho 
fact  that  the  18,500  shares  of  stock  paid  by  tho  General 
Co.  on  that  date,  belongs  to  tho  said  Railway  Company,  and 
not  to  the  Field  interest  therein. 

(11)  You  can  see  from  tho  above  that  proper  reso¬ 
lutions  should  be  passed  not  only  by  the  General  C0.  but 
also  by  the  M**  Co.  I  assurra,  that  you  do  not  wish  mo 
to  draw  those  resolutions,  and  that  you  would  prefer  to 
have  them  drawn  at  tho  meetings  of  tho  respective  Boards 
of  the  General  Co.  and  the  light  Co.  when  final  action  is 
takon. 

Respectfully, 


General  Counsel. 


[ATTACHMENT] 


ELECTRIC  RAILWAY  COMPANY 
OP  THE  UNITED  STATES. 

-  and  — 

EDISON  GENERAL  ELECTRIC  COMPA' 


ASSIGNMENT  AND  RELEASE. 


[ATTACHMENT] 


—■  E  5  V>  E  w  'r-  niaiie  this  twenty-ninth  day  of  April,  One 
thousand  eight  hundred  and  ninety,  by  and  between  ELECTRIC  RAILWAY 
COMPANY  OF  THE  UNITED  STATES,  hereinafter  called  the  Railway  Company 
party  of  the  first  part,  and  EDISON  GENERAL  ELEG-tric  COMPANY,  herein¬ 
after  called  the  General  Company,  party  of  the  second  part,  each  being 
a  corporation  created  and  existing  under  the  laws  of  the  State  of  New 
York. 

For  value  received,  the  parties  hereto,  agree  as  follows: 

FIRST. 

The  said  Railway  Company  hereby  transfers,  assigns  and  sets 
over  unto  the  General  Company,  any  and  all  inventions,  applications  for 
patents,  patents  and  licenses  thereunder,  which' it  may  have  heretofore 
received  or  have  been  entitled  to  receive,  or  may  hereafter  receive  or 
be  entitled  to  receive,  from  a  certain  corporation  known  as  The  Edison 
Electric  Light  Company,  or  from  Thomas  A,  Edison,  jointly  and  severally, 
under  a  certain  agreement  dated  May  IS,  1883,  heretofore  made  by  and  be¬ 
tween  the  said  Railway  .Company,  the  said  The  Edison  Electric  Light  Com¬ 
pany,  and  the  said  Thomas  A  Edison,  or  under  any  and  all  of  the  agree¬ 
ments  recited  before  in  the "third  section  hereof,  and  under  any  and  all 
other  agreements  now  existing,  heretofore  made  between  the  following 
parties,  to  wit:  Stephen  D.  Field  and  Simeon  G.  .Reed,  in  behalf  of  them¬ 
selves  and  associates,  and  Thomas  A.  Edison  and  S....B,  .Eaton,,  in  behalf 
of  themselves  and  associates  and  including  the  said  The  Edison  Electric 
Light  Company. 

SECOND. 

The  said  Railway  Company  further  transfers,  assigns  and  sets 
over  unto  the  said  General  Company,  its  successors  and  assigns,  the  en-' ' 
tire  right,  title  and  interest  of  the  said  Railway  Company,  in  and  to 
all  claims,  both  in  law  and  equity,  for  damages  and  profits  accrued  or 
to  accrue  to  the  said  Railway  Company,  on  account  of  any  and  all  in¬ 
fringements  of  the  inventions,  applications  for  patents,  patents  and  ' 


[ATTACHMENT] 


licenses  thereunder,  referred  to  in  and  covered  by  the  .foregoing  first 
section  of  this  agreement  or  by  the  third  section  hereof,  and  on  account 
of  any  violation  of  or  interference  with  the  rights  of  the  Railway  Com- 
pany  in  connection  therewith,  it  being  the  intention  of  the  parties  here¬ 
to  that  all  rights  of  action  of  every  kind  whatsoever  arising  out  of  the 
aforesaid  infringements  as  well  as  out  of  any  and  all  violation  of  and 
interference  by  any  party  or  parties  whatsoever,  with  the  rights  of  the 
said  Railway  Company  touching  the  aforesaid  inventions  and  patents, 
shall  be  and  hereby  are  transferred  and  assigned  to  the  said.  General.  Com-' 
pany,  with  full  power  on  its  part  to  enforce  the  said  claims,  but  at  its 
own  expense,  and  to  collect  and  retain  any  and  all  damages  therefor. 

THIRD. 


The  said  Railway  Company  here-by  releases,  the  aforesaid  Thomas 
A. -Edison,  S..B.  Eaton,  and  the  said  The  Edison  Electric  Light  Company, 
jointly  and  severally,  from ‘any  and  all  obligation  to  assign  any  invent 
tions,  applications  for  patents,  patents  and  licenses  thereunder,  an- ' 
der  and  pursuant  to  the  following  certain  agreements,  or  otherwise,  to 

Wit: 


Lai  Two  certain  agreements  dated  April  36,  1883,  made 
between  Stephen  D.  Field  and  Simeon  G.  Reed,  on  behalf  of  them-' 
selves  and  associates,  of  the  first  part,  and  Thomas  A.  Edison 
and  S.  .B.  .Eaton,  on  behalf  of  themselves  and  associates  [includ¬ 
ing  The  Edison  Electric  Light  Company,]  of  the  second  part.  ' 
lbl  A  certain  agreement  dated  March  8,  .1884,  between 
Stephen  D.  Field,  Simeon  G.  Reed,  Thomas  A.  Edison,  S.  B.  Eaton 
and  The  Edison  Electric  Light  Company. 

M  A  certain  agreement  dated  February  24,  1885,  between 
Stephen  D.  Field,.  .Simeon  G.  Reed,  Thomas.  A.  .Edison,  S.  ,B.  .Eaton 
and  The  Edison  .Electric  Light  Company. 

[d]  A  certain  agreement  also  dated  February  24,  1885, 
between  The  Edison  Electric  Light  Company,  Thomas  A.  Edison  Ind 
the  said  Electric  Railway  Company  of  the  United  States. 


[ATTACHMENT] 


■  F  0  U  K  T  H 

The  said  General  Company  agrees  that  simultaneously  with  the 
execution  of  this  agreement  it  will  transfer  t.o  such  person  or  corpora-' 
tion  as  the  said  Railway  Company  may  designate,  Seventy-five  hundred 
[7,500]  shares  of  stock  of  the  said  Railway  Company,  also  whatever  in¬ 
terest  The  Edison  Electric  Company  and  Thomas  A.  Edison . may  have  in  a 
certain  block  of  Five  thousand  [5,  000]  shares  of  Treasury  Stock  of-  the 
said  Railway  Company,  now  standing  in  the  name  of  C..  T.  Christensen,  as 
Trustee,  and  will  at  the  same  time  cancel  Twenty  thousand  dollars 
[$20,000,]  face  value,  of  the  debentures  of  the  said  Railway  Company, 
at  par;  and  the  said  General  Company  further  agrees  that  it  will  satisfy 
or  assume  any  and  all  olain  of  the  said  Thomas  A,  Edison  to  be  repaid 
his  outlay  of  about  Sixty  thousand  dollars  [$30,000.1  more  or  less, 
mentioned  in  the  seventh  section  of  one  of  the  aforesaid  agreements  of 
April  26,  1883,  and  will  forever  hold  the  said  Railway  Company  harmless 
therefrom,' 

FIFTH. 

The  said  Railway  Company  hereby  covenants  that  it  has  not 
transferred  apy  of  the  inventions,  applications  for  patents,  patents 
or  licenses  thereunder,  which  it  has  received-  under  and  pursuant-  to 
the  provisions  of  the  certain  several  agreements  recited  above  in  the 
first  and  second  sections  of  this  agreement. 

This  agreement  shall  bind  and  enure  to  the  benefit  of  the 
parties  hereto,  respectively,  and  to  their  several  successors-  and 
assigns. 

j_N  WITNESS  WHERE  0  F.  the  said  Railway  Company  and 
the  said  General  Company  have  severally  caused  their  names  and  seals 
to  be  hereto  affixed  and  attested  by  their  respective  officers  there-1 
unto  authorized,  at  the  City  of  New  York,  on  the  day  and  year  first' 
above  named,  this  agreement  being  simultaneously  executed  in  two 


[ATTACHMENT] 


ELECTRIC  RAILWAY  COMPANY  OP  THE  UNITED  STATES, 


[Seal] 

Attest: 


EDISON  GENERAL  ELECTRIC  COMPANY, 
By 


Secretary, 


TO  AIL  TO  WHOM  THESE  PRESENTS  MAY  COME,  GREETING: 

WHEREAS,  tha  Eleo  trio  Railv/ay  Company  of  the 
United  States,  hereinafter  called  the  Railway  Company,  has 
heretofore  premised  to  pay  to  Thomas  A.  Edison  a  oertain 
stim  not  exceeding  Sixty  thousand  dollars  (§60,000.)  for 
cash  outlay  in  experiments  made  on  behalf  of  the  said  Rail¬ 
way  Company,  and  to  pay  him  for  future  experiments,  as  more 
particularly  appears  by  the  Seventh  Section  of  a  oertain 
agreement,  dated  April  S6th,  183B,  made  between  Stephen  0. 
Field  and  Simeon  G.  Reed,  on  behalf  of  themselves  and  their 
associates,  of  the  first  pert,  and  Thomas  a.  Edison  and 
S.  B.  Eaton  on  behalf  of  thonsolves  and  their  associates 
(including  the  Edison  Eleo  trie,  light  Company),  of  tho  sec¬ 
ond  part;  and 

WHEREAS,  by  a  certain  agreement  made  of  evo n 
date  herewith  between  the  said  Railway  Company  and  a  cer¬ 
tain  other  corporation  known  as  the  Edison  General  Elootrio  j 
Company,  and  more  particularly  by  the  Fourth  Seotion  there-  : 
of,  tho  said  General  Oompany  agreed  to  satisfy  or  assumo 
jj  any  and  all  claims  of  the  said  BdiBon  to  bo  repaid  tho  j 

■;  aforesaid  sum  of  Sixty  thousand  (§60,000.)  dollars,  and  tho 
80 id  Edison  now  proposes  to  release  the  said  Railway  Com¬ 
pany  from  any  and  all  obligations  to  make  the  aforesaid 
payments  to  the  said  Edioon; 

KNOW  YE,  That  I,  Thomas  A.  Edison,  of  Llorrel- 

: 


a 


lyn  Parts*  in  the  State  of  New  Jersey*  for  value  received, 
and  in  further  consideration  of  tho  sum  of  One  dollar  to  mo 
in  hand  paid  by  the  said  Eleotrie  Railway  Company  of  the 
United  States,  tho  receipt  whoroof  is  hereby  acknowledged, 
'horeby  agree  that  I  will  look  to  the  said  Edison  General 
Electric  Company  for  the  repayment  to  me  of  tho  above  men¬ 
tioned  sum  of  Sixty  thousand  (§60,000.)  dollars,  pursuant 
to  the  assumption  thereof  by  the  last  named  company,  as  ap¬ 
pears  in  said  Fourth  Section  of  tho  aforesaid  agreement  of 
even  date  herewith,  and  horeby  further  agree  for  myself,  my 
heirs,  executors,  administrators  and  assigns,  to  release 
and  discharge,  and  hereby  do  release  and  forever  discharge 
:  the  aforesaid  Railway  Company,  its  successors  and  assigns, 
from  any  and  all  obligations  of  every  kind  and  nature  what¬ 
soever,  arising  out  of  the  provisions  contained  in  the 
Seventh  and  Ninth  Sections  of  the  aforesaid  agreement  of 
April  26th,  1883*  or  otherwise*  to  pay  to  me  tho  aforesaid 
amount  of  Sixty  thousand  ($60,000.)  dollars,  or  any  part 
j  thereof,  or  to  pay  me  for  any  of  the  aforesaid  future  ex¬ 
pense  or  servioes. 

I:  X  N  WITNESS  WHEREOF,  I  have  hcre- 

||  unto  sot  my  hand  and  seal  this  29th  day  of  April,  in  tho 
i;  year  one  thousand  eight  hundred  and  ninety,  at  the  City  of 
|  New  York . 

|  Sealed  and  delivered ) 

i  in  tho  presence  of  )  Thomas  A.  Edison.  (Seal) 


A.  0.  Tate. 


Tho  EDISON  ELECTRIC  LIGHT  COMPANY  hereby  assents  to 
tho  execution,  by  Thomas  A.  Edison,  of  tho  abow>  instru¬ 
ment  . 

Dated  New  York,  April  00th,  I860. 

Edison  Electric  Light  Company, 

( Soal )  By  J .  H .  Herrick , 

President. 

Attest: 


P.  3.  Hastings, 


$5,013.89  Orange,  N.  J.  ,  May  20th,  1890. 

RECEIVED  from  Thomas  A.  Edison,  the 
sum  of  Five  thousand  thirteen  and  8^/l00  dollars,  in  full 
payment  of  the  principal  and  interest  due  upon  the  mort¬ 
gage  which  I  hold  upon  the  property  of  said  Thomas  A. 
Edison  at  Silver  Lake,  New  Jersey. 


LABORATORY 


THOMAS  A.  EDISON, 

ORANGE,  N.  J. 


Duplicate  Receipts  from  the  Mutual  Life  Ins.  Co.  of  New  York:; 
for  $20, 700, and  from  Lydia  L.  Ropes  for  $5,013.89.  ; 


%  i 

AGREEMENT  made  this  /*/  day  of  May,; 
1890,  by'  and  between  She  EDISON  ORE  MILLING  COMPANY,  LIMIT¬ 
ED,  a  corporation  organized  under  the  laws  of  -the  State  of 
New  Jersey,  of  the  first  part,  and  THOMAS  A.  BI7XS0N,  of*  the 
City  of  Orange,  County  of  Essex,  and  Stato  of  tfovi  Jersey, 
of  the  second  part. 

W  H  E  R  E  A  S,  the  first  party  has  ao(i^ired  the 
ownership  of  six  several  patents  of  the  United  States  of 
America,  covering  certain  inventions  of  the  said  Thomas  A. 
Edison  relating  to  ore  separators,  as  follov/s  to  wit: 

Patent  No.  228,329,  dated  June  1,  laao  i*31,  a  mag¬ 
netic  ore  separator. 

Patent  No.  248,432,  dated  October  18,  ig81,  fbr  a- 
magnetic  separator. 

Patent  No.  263,131,  dated  August  22,  l8 &Z,  for  a 
magnetic  ore  separator. 

Patent  No.  377,518,  dated  February  7,  ±@88,  tor  a- 
magnetic  separator. 

Patent  No.  396,356,  dated  January  15,  !gS9,  f0r  a 
magnetic  separator. 

Patent  No.  400,317,  dated  March  26,  i889  ,  ibr  an  ore 
separator;  and 

W  H  E  R  E  A  S,  the  second  party  desire3  to  obtain 
from  the  first  party  (1)  a  license  under  the  fo regoing  pat¬ 
ents  and  under  such  other  inventions  or  improvements  relat¬ 
ing  to  the  s||e  subject  matter;,  as  the  paf^  ">ay 


hereafter  acquire  from  the  said  Edison  or  from  any  other 
party  or  source  whatsoever,  and  (2)  a  promise  whereby  the 
first  party  agrees  not  to  engage  in  the  business  of  sepa¬ 
rating  iron  ore  within  the  certain  territory  set  forth  be¬ 
low,  and  the  first  party  is  willing  to  grant  the  same  on 
the  terms  hereinafter  set  forth: 

NOW,'  THEREFORE,  in  consideration  of  the 
mutual  promises  made  below,  it  is  agreed  as  follows: 

FIRST.  The  first  party  hereby  grants  to  the 
second  party  the  sole  and  exclusive  right  and  license  to 
use  within  the  Counties  of  Sullivan,  Orange,  Rookland,  Put-; 
nam,  Ulster  and  Westchester,  in  the  State  of  New  York,  and  | 
to  license  others  to  use  the  same  within  the  said  Counties, 
but  not  elsewhere,  the  improvements  and  inventions  covered  | 
by  the  aforesaid  patents,  as  well  as  any  other  inventions 
and  improvements  relating  to  the  same  general  subject  mat-  j 
ter,  which  the  first  party  has  heretofore  acquired,  or  may  ■ 
hereafter  acquire  during  the  continuance  of  this  agreement,, 
for  the  purpose  of  separating  iron  ore,  and  exclusively  ibr| 
that  purpose,  the  aforesaid  grant,  both  as  regards  the  in-  i 
ventions  and  improvements  covered  by  the  aforesaid  letters 
i  patent  and  as  regards  any  inventions  or  improvements  hera- 
;  after  or  otherwise  acquired  by  the  first  party,  being  ox- 
;  pressly  restricted  to  the  use  of  such  inventions  and  im¬ 
provements,  for  the  sole  purpose  of  separating  iron  ore 
frcm  its  matrix,  and  for  the  separation  of  nothing  else, 
and  for  no  other  purpose  whatsoever.  Should  the  second 
2 


party  use  the  said  inventions  and  improvements  for  any 
other  purpose  than  as  aforesaid,  the  first  party  may  on 
sixty  days'  written  notice,  cancel  thi3  license,  tmless 
such  use  be  stopped  meantime. 

The  first  party  further  agrees  that  while  this 
agreement  lasts,  it  will  not  itself  engage  in  the  business 
of  separating  iron  ore  as  aforesaid,  by  any  process'  or 
i  method  whatsoever  whether  covered  by  the  aforesaid  inven¬ 
tions  or  otherwise,  within  the  said  territory,  nor  aid  or 
abet  others  in  so  doing,  save  and  except  as  herein  provided 
for;  and  while  any  sub-license  herein  provided  for  lasts, 
the  first  party,  even  though  this  agreement  be  no  longer  in 
|  foro0’  wil1  not  en6afie  in  the  said  business  within  the  ter-- 
■  ritory,  allotted  to  such  sub-licensee,  and  will  not  aid  or  : 
abet  others  in  so  doing. 

SECOND.  As  further  consideration  for  the 
|  foregoing  license  and  the  foregoing  agreement  on  the  part  j 
f  0f  ths  flrst  Party,  the  second  party  agrees  to  pay  to  the  f 
j|  flrSt  party  an  amount  in  money  equal  to  twenty-five  cents  j 
S  per  t0n’  railway  weight,  on  each  and  every  ton 'of  concen-  j 
||  trate  separated  by  the  second  party,  whether  by  means  of 
|  the  inventions  and  improvements  covered  by  the  license 
|  herein  provided  for,  or  by  any  other  means,  process,  method 
|  or  device  whatsoever,  it  being  intended  that  the  aforesaid 
j  payment  per  ton  shall  apply  to  all  concentrate  separated  by 
j  the  second  party  during  the  continuance  of  this  agreement, 

.  without  any  exception  whatsoever. 


Should  the  second  party  grant  any  licenses  hereunder 
to  other  parties,  as  above  provided  for,  each  and  all  of 
such  licenses  shall  conform  substantially  to  the  fonn  of 
Sub-License  hereto  annexed  marked  Exhibit  A;  and  as  re¬ 
gards  all  royalties  or  payments  per  ton  payable  to  the  seo-j 
ond  party  by  his  sub-licensees,  the  second  party  shall  pay 
three-fourths  thereof  to  the  first  party,  but  the  amount 
thus  payable  to  said  first  party  shall  in  no  case  amount  to 
less  than  twenty-five^ c ents  per  ton,  railway  weight,  on 
each  and  every  ton  of  concentrate  separated  by  the  said 
sub-licensees .whether  by  means  of  the  inventions  and  im¬ 
provements  covered  by  the  license  herein  provided  for,  or  1 
otherwise.  j 

The  second  party  shall  promptly  notify  the  first 
party, in  writing, whenever  he, the  second  Party, grants  any 
sub-license  as  aforesaid, and  shall  simultaneously  with  such: 
notice  furnish  the  first  party  with  a  copy  of  such  sub¬ 
license. 

T  H  X  R  D.  The  aforesaid  royalties  to  be  paid  by 
the  second  party  on  his  own  concentrate  as  well  as  on  that  ! 
of  all  his  sub-licensees,  as  aforesaid,  shall  be  payable  | 
quarterly  within  thirty  days  after  the  first  days  of  Janu¬ 
ary,  April,  July  and  October  in  every  year,  and  with  each 
such  payment  the  second  party  shall  render  to  the  first 
Party  an  accurate  report  for  the  quarter  year  next  preced¬ 
ing  such  payment,  of  every  ton  of  concentrate  separated  by 
himself  and  by  his  licensees,  with  such  reasonable  details 
relating  to  the  same  as  the  first  party  may  from  time  to 


;  time  require,  it  being  understood  and  agreed  that  the  first 
party  shall  always  have  reasonable  access,  as  hereinafter 
provided  for,  to  the  records,  contracts  and  books  of  ao- 
,  count  of  the  second  party,  as  well  as  to  those  of  his  H_ 

I  censees,  for  the  purpose  of  verifying  such  reports  or  for  i 
obtaining  information  appertaining  thereto,  and  the  second 
party  in  granting  licenses  to  his  sub-licensees  as  afore¬ 
said,  shall  insert  adequate  requirements  accordingly. 

FOURTH.  It  is  intended  that  the  aggregate 
payments  paid  to  and  received  by  the  first  party  as  above 
:  Provided  for,  including  both  the  royalties  of  the  second 
I  party  on  his  own  concentrate  as  well  as  the  royalties  of  j 

the  said  sub-licensees  on  account  of  their  concentrate,  ! 

shall  aggregate  for  the  year  1891,  that  is  to  say  from  the  | 
1st  day  of  January  to  the  31st  day  of  December  of  that 
year,  at  least  One  thousand  dollars  ($1,000.);  also  that  I 
ji  the  said  Parents  shall  aggregate  for  the  next  succeeding  j 
|  year,  viz:  1892,  at  least  two  thousand  dollars  ($2,000.);  I 
ji  als0  for  the  year  1893, at  least  three  thousand  dollars; 

|  al8°  f0r  the  ycar  1894. at  least  four  thousand  five  hundred  j 

dollars;  also  for  the  year  1895, at  least  five  thousand  ! 
dollars;  and  that  for  each  and  every  year  thereafter  dur¬ 
ing  the  continuance  of  this  agreement,  the  said  aggregate 
J  Paymenta  shal1  in  no  year  amount  to  less  than  five  thousand 
l  dollars;  and  the  second  party  agrees  that  unless  the  said 
I  ^xeBate  payments  paid  to  and  received  by  the  first  party, 
shall  amount  to  the  respective  sums  mentioned  above,  and 


shall  be  promptly  paid  as  herein  provided  for,  the  first 
party,  in  addition  to  its  other  legal  rights,  shall  have 
the  option,  on  sixty  days'  written  notice  to  the  second 
party,  to  terminate  this  contract  as  of  the  date  of  the  ex- 
;  piration  of  said  notice,  provided,  however,  that  this  no-  j 
ties  be  given  by  the  first  party  within  at  least  four 
months  from  the  expiration  of  the  particular  year  in  ques¬ 
tion;  but  it  is  agreed  that  the  second  party  shall  have 
the  right  to  make  up  and  pay  to  the  first  party  any  de¬ 
ficiency  touching  the  aggregate  royalties  of  the  year  in 
question,  at  any  time  prior  to  the  expiration  of  the  afore¬ 
said  sixty  days'  written  notice,  in  which  event  the  said 
notice  shall  be  considered  as  cancelled  and  void. 

Until  this  contract  is  terminated  by  the  first  party! 
as  aforesaid  or  as  otherwise  herein  provided  for,  the  first 
party  shall  not  engage  in  the  business  of  separating  iron 
ore,  as  provided  for  in  the  first  section  hereof,  and  the 
second  party  shall  be  free  to  use  the  improvements  and  in-  j 
ventions  embraced  in  and  covered  by  this  agreement,  and  to  : 
license  others  to  use  them,  and  no  cancellation  of  this  ' 

:  agreement  shall  terminate  or  otherwise  affect  this  agree-  I 
ij  ment  as  regards  any  mills  or  plants  for  separating  concen- 
ji  trate,  established  by  the  second  party  or  his  licensees,  as 
j  herein  provided  for, prior  to  such  cancellation,  but  this 
j:  agreement  and  all  the  provisions  hereof,  so  far  as  practic- 
j:  able,  shall  continue  in  full  force  and  effect  as  regards 
i;  a11  suoh  mill3  and  plants  established  prior  to  the  cancel- 
i  Nation.  But  it  is  agreed  that  in  all  cases  where  notice 
6 


of  cancellation  is  given  by  the  first  party  as  herein  pro-  i 
vided  for,  no  mills  or  plants  shall  be  established  by  the 
second  party  while  such  notice  is  in  effect.  \ 

FIFTH.  The  second  party  as  further  considera¬ 
tion  herefor,  hereby  guarantees  the  immediate  completion  ! 
and  equipment  of  at  least  one  mill  itor  separating  iron  ore 
as  aforesaid,  with  a  capacity  for  crushing  at  least  200 
tons  of  uncrushed  ore  per  day. 

S  I  X  T  H.  The  second  party  agrees  to  keep,  and  to; 
cause  his  sub-licensees  to  keep,  regular  books  of  account, 
showing  the  amount  of  concentrate  separated  hereunder,  and 
all  such  books  of  account  together  with  all  contracts  and 
other  doownents  and  c orrespondence  relating  to  the  afore-  I 
said  subject  matter  and  appertaining  to  the  question  of  do-! 
termining  the  amount  of  royalty  to  be  paid  the  first  party  ! 
hereunder,  shall  always  be  open  to  the  inspection  of  the 
first  party  or  its  agent. 

SEVENTH.  If  the  second  party  or  any  of  his 
:  sub-licensees  wrongfully  use  the  inventions  or  improvements 
i;  covered  by  this  agreement,  this  license  shall  on  sixty 
I  days’  written  notice  from  the  first  party,  become  null  and 
void  as  to  such  party  so  wrongfully  using  the  same  or  any 
of  them  (unless  such  wrongful  use  be  stopped  prior  to  tho 
expiration  of  such  sixty  days'  notice),  and  such  party 
shall  have  no  right  thereafter  to  use  any  of  the  inventions 
or  improvements  herein  referred  to,  for  any  purpose  whatso- 

7 


ever.  But  no  written  notice,  as  aforesaid.,  shall  be  ] 

served  on  any  sub-licensee,  unless  simultaneously  therewith! 
a  copy  thereof  be  served  on  the  second  party  hereto. 

It  is  further  agreed  that  if  the  second  party  or  his; 
sub-licensees  shall,  contrary  to  the  terms  of  this  agree-  j 
ment,  use  the  said  inventions  or  improvements  in  any  other  j 
way  than  as  provided  for  herein,  the  party  so  wrongfully 
using  the  said  inventions  or  improvements,  shall  be  regard¬ 
ed  as  an  infringer  of  the  patent  or  patents  herein  referred 
to,  and  may  be  proceeded  against  in  law  or  in  equity  as  an 
infringer,  by  the  first  party. 

EIGHTH.  In  case  of  willful  violation  by  the 
second  party  or  by  any  of  his  sub-licensees  of  any  of  tho  j 
provisions  herein  contained,  continued  for  a  period  of  six-j 
ty  days  after  notice  in  writing  from  the  first  party,  re-  j 
qui ring  such  party  to  stop  such  violation,  the  first  party 
shall  have  the  right,  at  its  option,  to  annul  this  agree¬ 
ment,  so  far  as  it  relates  to  the  party  thus  willfully  vio¬ 
lating  any  of  the  provisions  hereof.  Furthermore, . all 
rights  and  privileges  granted  by  this  instrument  shall, 
iliac  fac.t.o,  cease  and  revest  in  the  first  party  .upon  tho  j 
•:  bankruptcy,  insolvency,  dissolution,  winding  up  or  cessa¬ 
tion  from  business  of  the  second  party,  but  any  and  all 
rights  theretofore  duly  granted  hereunder  by  the  sec  aid 
party  to  his  sub-licensees,  and  any  and  all  obligations  im¬ 
posed  hereby  upon  such  sub-licensees,  shall  nevertheless 
continue  in  full  force  and  effect. 

8 


ninth.  The  second  party  admits  and  aoknowl-  | 
edges,  and  will  cause  his  sub-licensees  to  admit  and  ac-  ! 
knowledge,  the  validity  of  all  letters  patent  for  inven-  ! 
tions  or  improvements  whether  already  or  hereafter  made, 
covered  or  intended  to  be  covered  by  this  instrument,  and 
the  validity  and  utility  of  the  inventions  described  and 
claimed  in  all  of  the  said  existing  or  future  patents,  and  I 
agrees,  and  will  cause  his  sub-licensees  to  agree,  not  in  ! 
any  case  to  violate,  infringe  or  contest  the  validity  of  I 
any  such  patents  or  the  sufficiency  of  their  specifications] 
or  aid  or  encourage  othors  in  so  doing. 

«■  .  ' ;  |" 
tenth.  Unless  sooner  terminated  as  herein  pro- 
;  vided  for,  this  agreement  shall  continue  until  terminated 
I  by  mUtUal  °0flsent-  ^  hoover,  agreed  that  i  f  the 
first  party  itself  engage  in  the  business  of  separating 
iron  ore,  in  violation  of  its  promise  in  the  first  section 
|;  hel,eo:f’  the  se°°nd  party  may  on  three  months’  written  no- 
j  UOe  terminat«  the  payment  of  the  aforesaid  payments  or 
I  r°yaUies  twenty-five  cents  per  ton,  and,  as  regards  his 
j  8Ub"li0efl8eeS’  °f  ««>«.  or  greater  amount,,  as  regards 
j  th6lr  several  territories,  unless  within  that  time  the 
|j  first  party  cease  and  refrain  therefrom. 

IN  WITNESS  W  H  E  R  E  0  P,  the  said  first 
Party  has  caused  its  corporate  name  and  seal  to  be  hereto 
affixed  by  its  proper  officers  thereunto  duly  authorized, 
and  the  said  second  party  has  hereunto  subscribed  his  name 

and  affixed  his  seal. 


Done  at  the  City  of  New  York,  State  of  Mow  York,  on 
the  day  and  year  first  above  named. 


(Seal) 


Attest : 


Edison  Ore  Milling  Company,  Limited, 


Witness  to  Hr.  Edison. 


10 


EXHIBITA. 

Sub-License. 

A  GREEMENT  made  this  day  of 

;  XS9  ,  by  and  between  Thomas  A.  Edison,  of  the  City^f 
Orange,  County  of  Essex  and  State  of  New  Jersey,  of  the 
first  part,  and 
of  the  second  part. 

WHEREAS,  by  written  agreement  dated  the 
day  of  May,  1890,  heretofore  made  by  and  between  the  first 
party  and  a  certain  corporation,  to  wit,  the  Edison  Ore 
..  Milling  Company,  Limited,  reference  to  which  instrument  is 
now  made  for  greater  particularity,  the  first  party  acquir-j 
ed  the  sole  and  exclusive  right  and  license  to  use  within 
the  Counties  of  Sullivan,  Orange,  Rockland,  Putnam,  Ulster 
and  Westchester,  in  the  State  of  New  York,  and  to  license 
others  to  use  the  same  within  the  said  Counties,  the  im¬ 
provements  and  inventions  covered  by  six  certain  Letters 
|  Patent  of  the  United  States  of  America  recited  in  the  said 
I  instruh‘ -nt,  as  well  as  any  other  inventions  and  improve- 
sments  relating  to  the  same  general  subject  matter,  which  j 
I  the  said  Edison  Ore  Milling  Company,  Limited,  had  thereto- 
jfore  acquired  or  might  thereafter  acquire  during  the  con¬ 
tinuance  of  the  said  agreement,  for  the  purpose  of  separat¬ 
ing  iron  ore,  as  is  hereinafter  more  fully  set  forth  and 
defined;  and 

WHEREAS,  the  aforesaid  six  several  patents  of 


11 


the  United  States  of  America  covered  certain  inventions  of 
the  said  Thomas  A.  Edison  relating  to  ore  separators,  a 
full  list  of  the  said  patents  being  as  follows,  to  wit! 

Patent  No.  228,329,  dated  June  1,  1880,  for  a  mag¬ 
netic  ore  separator. 

Patent  No.  248,432,  dated  October  18,  1881,  it>r  a 
magnetic  separator. 

Patent  No.  263,131,  dated  August  22,  1882,  for  a 
magnetic  ore  separator. 

Patent  No.  377,518,  dated  February  7,  1888,  for  a 
magnetic  separator. 

Patent  No.  396,356,  dated  January  15,  1889,  for  a 
magnetic  separator. 

Patent  No.  400,317,  dated  March  26,  1889,  for  an  ore' 
separator;  and 

WHEREAS,  the  said  agreement  of  May  1890, 

further  provided  that  the  said  Edison  Ore  Milling  Company,  j 
Limited,  should  not  itself  engage  in  the  business  of  sepa-  j 
rating  iron  ore,  within  the  aforesaid  six  Counties,  nor 
aid  or  abet  others  in  so  doing,  as  provided  fbr  in  the  said! 
agreement;  and 

WHEREAS,  the  first  party  has  full  power  under! 
the  aforesaid  agreement  of  May  1890,  to  grant  sub¬ 

licenses  under  the  aforesaid  patents  and  inventions,  and  to 
afford  to  his  licensees  such  protection  as  arises  from  the 
aforesaid  agreement  on  the  part  of  the  said  Edison  Ore 
Milling  Company,  Limited,  not  to  itself  engage  in  the  busi-j 


12 


ness  of  separating  iron  ore  within  the  said  territory;  am 

WHEREAS,  the  second  party  desires  to  obtain 
from  the  first  party  a  sub-license  under  the  aforesaid  pat 
ents  and  inventions,  and  further  desires  to  secure  the  pro¬ 
tection  mentioned  above,  and  the  first  party  is  willing  to 
grant  the  same  on  the  terms  set  forth  below! 

NOW,  THEREFORE,  in  consideration  of  the 
mutual  promises  made  below,  it  is  agreed  as  follows: 

FIRST:  The  first  party  hereby  grants  to  the 

second  party  the  sole  and  exclusive  right  and  license  to 
use  within 'the  following  described  territory,  to  wit: 

but  not  elsewhere,  the  improvements  and  inventions  covered  j 
by  the  aforesaid  si'x  patents,  as  well  as  any  other  inven-  | 
tions  and  improvements  relating  to  the  same  subject  matter,! 
which  the  first  party  has  heretofore  acquired,  or  may  here-| 
after  acquire  during  the  continuance  of  this  agreement,  for! 
the  purpose  of  separating  iron  ore,  and  exclusively  for  j 
that  purpose,  the  aforesaid  grant,  both  as  regards  the  in¬ 
ventions  and  improvements  covered  by  the  aforesaid  letters 
patent  and  as  regards  any  inventions  or  improvements  here¬ 
after  or  otherwise  acquired  by  the  first  party,  being  ex¬ 
pressly  restricted  to  the  use  of  such  inventions  and  im¬ 
provements,  for  the  soie  purpose  of  separating  iron  ore 
from  its  matrix,  and  for  the  separation  of  nothing  else, 


13 


and  for  no  other  purpose  whatsoever.  Should  the 


lond 


party  use  the  said  inventions  and  improvements  for  any 
other  purpose  than  as  aforesaid,  either  the  first  party,  or! 
the  said  Edison  Ore  Milling  Company,  Limited,  or  both,  may, 
on  sixty  days'  written  notice,  cancel  this  license,  unless  j 
such  use  be  stopped  meantime,  but  no  such  written  notice 
shall  be  given  by  the  said  Edison  Ore  Milling  Company,  lira-! 
ited,  unless  simultaneously  therewith  a  copy  of  the  said 
notice  be  served  by  it  by  personal  delivery  upon  the  first 
party. 

SECOND.  As  further  c onsiderat ion  for  the 
foregoing  sub-license  and  the  aforesaid  protection  arising  j 
;  from  the  aaid  Promise  of  the  said  Edison  Ore  Milling  Com-  ! 
pany,  Limited,  not  to  itself  engage  in  the  business  herein  j 
provided  for  (that  is  to  say,  within  the  territory  covered  1 
hereby),  and  not  to  aid  or  abet  others  in  doing  so,  as  pro-! 
vided  for  in  the  said  agreement  of  May  1890,  the 

second  party  agrees  to  pay  to  the  first  party  an  amount  in 
money  equal  to  cents  per  ton,  railway  weight, 

on  each  and  every  ton  of  concentrate  separated  by  the  sec¬ 
ond  party  by  means  of  the  inventions  and  improvements  cov¬ 
ered  by  the  sub-license  herein  provided  for,  or  otherwise, 
it  being  intended  that  the  aforesaid  payment  per  ton  shall 
apply  to  all  concentrate  separated  during  the  continuance 
of  this  agreement,  without  any  exception  whatsoever,  wheth¬ 
er  separated  by  means  of  the  aforesaid  inventions  and  im¬ 
provements,  or  by  any  other  means  whatsoever.  I 


*  * 

THIRD.  The  aforesaid  royalties  to  be  paid  by 
the  second  party,  shall  be  paid  quarterly  within  thirty 
days  after  the  first  days  of  January,  April,  July  and  Octo-: 
ber  in  every  year,  and  with  each  such  payment  the  second 
party  shall  render  to  the  first  party  an  accurate  report  j 
for  the  quarter  year  next  preceding  such  payment,  of  all 
tons  of  concentrate  separated,  with  such  reasonable  details! 
relating  to  the  same,  as  the  first  party  may  from  time  to 
time  require,  it  being  understood  and  agreed  that  both  the  j 
first  party,  and  the  said  Edison  Ore  Milling  Company,  Lim-  I 
ited,  shall  always  have  reasonable  access,  as  hereinafter 
provided  for,  to  the  records,  contracts  and  books  of  ac¬ 
count  of  the  second  party,  for  the  purpose  of  verifying  j 
v.or«*>+o,  fw  uutaming  information  appertaining  i 
thereto. 

FOURTH.  It  is  intended  that  the  aggregate 
payments  paid  to  and  received  by  the  first  party  as  above 
provided  for,  shall  aggregate  the  following  amounts  for  the 
several  years  mentioned  below,  that  is  to  say: 

(Here  insert  details  of  payment.) 

The  second  party  agrees  that  unless  the  aforesaid 
aggregate  payments  paid  to  and  received  by  the  first  party 
shall  amount  to  the  respective  sums  mentioned  above,  and 
shall  be  promptly  paid  as  herein  provided  for,  the  first 
party,  in  addition  to  his  other  legal  rights,  shall  have 
the  option,  on  sixty  days'  written  notice  to  the  second 


15 


party,  to  terminate  this  contract  as  of  the  date  of  the  ex¬ 
piration  of  said  notice,  provided,  however,  that  this  no¬ 
tice  be  given  by  the  first  party  within  at  least  four 
months  from  the  expiration  of  the  particular  year  in  ques-  i 
tion;  but  it  is  agreed  that  the  second  party  shall  have  j 
the  right  to  make  up  and  pay  to  the  first  party  any  defi-  i 
oiency  touching  tho  aggregate  royalties  of  the  year  in 
question,  at  any  time  prior  to  the  expiration  of  the  afore¬ 
said  sixty  days'  written  notice,  in  which  event  the  said 
notice  shall  be  considered  as  cancelled.  Until  this  con¬ 
tract  is  terminated  by  tho  first  party  as  aforesaid  or  as 
otherwise  herein  provided  for,  the  second  party  shall  be 
£ree  to  use  the  improvements  in  inventions  embraced  in  and  j 

.  covered  by . thin  ana  no  cancellation  or  this  j 

agreement  shall  terminate  or  otherwise  affect  this  agree¬ 
ment  as  regards  any  mills  or  plants  for  separating  concen-  | 
trate,  established  by  the  second  party,  as  herein  provided 
for,  prior  to  such  cancellation,  but  this  agreement  and  all 
the  provisions  hereof  so  far  as  practical,  including  the 
;:said  royalties  or  payments  per  ton,  shall  continue  in  full  | 
-force  and  effect  as  regards  all  such  mills  or  plants.  But  J 
. |  it  18  asreed  that  in  all  cases  where  notice  of  cancellation 
j is  given,  no  new  or  additional  mills  or  plants  shall  be  es¬ 
tablished  by  tho  second  party  while  such  notice  is  in  ef- 
j feet. 

j;  S’  I  5"  T  H.  The  second  party  as  further  considera¬ 

tion  to  the  first  party  for  granting  this  license,  hereby 
|  a£rees  to  at  onoe  ereo  t  and  equip  &  mm  fQr  separatlng 


16 


iron  ore  as  aforesaid,  with  a  capacity  for  crushing  at 
least  tons  of  uncrushed  ore  per  day. 

SIXTH.  The  second  party  agrees  to  keep  regular 
books  of  account,  showing  the  amount  of  concentrate  sepa¬ 
rated  hereunder,  and  all  such  books  of  account  together  I 
with  all  contracts  and  other  docxments  and  correspondence 
relating  to  the  aforesaid  subject  matter  and  appertaining 
to  the  question  of  determining  the  amount  of  royalty  to  be 
paid  the  first  party  hereunder,  shall  always  be  open  to  the 
inspection  of  the  first  party  or  his  agent,  and  to  the  in¬ 
spection  of  the  said  Edison  Ore  Milling  Company,  Limited, 
or  its  agent. 

SEVENTH.  If  the  second  party  wrongfully  use  i 
the  inventions  or  improvements  covered  by  this  agreement, 
this  license  shall,  on  sixty  days'  written  notice  from 
either  the  first  party  or  the  said  Edison  Ore  Milling  Com-  ! 

;  pany,  Limited,  bee  erne  null  and  void,  and  the  second  party  | 

:  shall  have  no  right  thereafter  to  use  the  said  inventions  j 
j  or  improvements  for  any  purpose  whatsoever.  But  no  writ-  j 
ji  ten  notice  as  aforesaid,  shall  be  served  on  the  second  I 
!  party,  unless  simultaneously  therewith  a  copy  thereof  be 
jj  served  on  the  first  party. 

It  is  further  agreed  that  if  the  second  party  shall, 
contrary  to  the  terms  of  this  agreement,  use  the  said  in- 
;  ventions  or  improvements  in  any  other  way  than  as  provided 
•  for  herein,  the  second  party  shall  be  regarded  as  an  in¬ 
i'  Wringer  of  the  patent  or  patents  herein  referred  to,  and 


17 


may  be  proceeded  against  in  law  or  in  equity  as  an  in¬ 
fringer,  by  the  first  party,  or  by  the  said  Edison  Ore 
Milling  Company,  Limited. 

EIGHTH.  In  case  of  willful  violation  by  the 
second  party  of  any  of  the  provisions  herein  contained,  ! 
continued  for  a  period  of  sixty  days  after  notice  in  writ¬ 
ing  from  either  the  first  party,  or  the  said  Edison  Ore 
Milling  Company,  Limited,  requiring  such  party  to  stop  such 
violation,  either  of  the  said  parties  shall  have  the  right 
to  annul  this  agreement.  But  no  notices  as  aforesaid, 
shall  be  given  by  the  said  Edison  Ore  Milling  Company,  Lim¬ 
ited,  unless  simultaneously  therewith  a'copy  thereof  be 
served  on  the  first  party  hereto. 

All  rights  and  privileges  granted  by  this  instru¬ 
ment  shall,  ir>so  fac to .  cease  and  revest  in  the  first  party, 
upon  the  bankruptcy,  insolvency,  dissolution,  winding  up  or 
cessation  from  business  of  the  second  party.  ; 

NINTH.  The  second  party  admits  and  acknowl-  j 

edges  the  validity  of  all  letters  patent  for  inventions  j 
ij  or  improvements  whether  already  or  hereafter  made,  covered  j 
1 1  or  intended  to  be  covered  by  this  instrument,  and  the  va- 
I  lidity  and  utility  of  the  inventions  described  and  claimed  ■ 
;  in  all  of  the  said  existing  or  future  patents,  and  agrees 
not  in  any  case  to  violate,  infringe  or  contest  the  valid- 
ity  of  any  such  patents  or  the  sufficiency  of  their  speci¬ 
fications,  or  aid  or  encourage  others  in  so  doing. 


18 


) 


\ 

TENTH.  Unless  sooner  terminated  as  herein  pro¬ 
vided  for,  or  as  provided  for  in  the  aforesaid  agreement  of 
May  1890,  between  the  first  party  hereto  and  the 

said  Edison  Ore  Milling  Company,  Limited,  this  agreement 
shall  continue  in  force  until  terminated  by  mutual  consent. j 
It  is,  however,  agreed  that  in  the  event  of  the  said  Edison; 
Ore  Milling  Company,  Limited,  itself  engaging  in  the  busi¬ 
ness  heroin  provided  for,  within  the  territory  covered 
hereby,  thereby  acting  contrary  to  the  provisions  of  the 
last  clause  of  the  first  section  of  the  said  agreement  of 
May  ,  1890,  the  second  party  may  on  three  months' 

written  notice  to  that  company  and  to  the  first  party  here- 
to,  severally,  terminate  this  agreement,  unless  within  the  I 
said  three  months  the  said  Edison  Ore  Milling  Company, 
Limited,  cease  and  refrain  therefrom. 


IN  WITNESS  WHEREOF,  the  parties 
hereto  have  severally  hereunto  subscribed  their  names  and  j 
affixed  their  seals.  j 

Done  at  the  City  of  New  York,  State  of  New  York,  the! 
day  and  year  first  above  named^"  ")  ? 


(Seal) 


Witness  to  Mr.  Edison. 


19 


7 


/ 


— - -  •  A_g_R_E_E_M_E_N_£^  made  this  First  day  of 

j  October,  1890,  by  and  between  the  ED  I  SOU  obiter  at.  •rt.tcqirk; 

|  COMPANY,  a  corporation  organized  and  existing  under  the 
I  Ians  of  the  State  of  New  York  and  having  its  principal 

I  / 

j!  office  in  the  City  of  New  York,  State  of  New  York,  herein- 
jj  after  called  the  GENERAL  COMPANY,  party  of  the  first  part, 
j  and  THOMAS  A.  EDISON,  of  Llewellyn  Park,  town  of  West  Or- 
i  ange,  State  of  New  Jersey,  party  of  the  second  part, _ 


-  WHEREAS,  under  and  pursuant  to  the  terms 

and  conditions  of  a  certain  agreement  dated  March  8tli, 

1881,  made  by  and  between  a  certain  corporation  by  the 
name  of  Edison  Electric  Light  Company,  and  the  aforesaid 
|  Thomas  A.  Edison,  and  more  particularly  under  and  pursuant 
I  to  the  terms  of  Section  IX  of  the  said  agreement,  the  said 
Edison  agreed  to  grant  a  license  to  the  said  Edison  Elec¬ 
tric  Light  Company  under  such  Letters  Patent,  or  inventions 
or  licenses  therefor,  useful  or  necessary  in  the  manufac¬ 
ture  of  incandescent  electric  lamps,  as  the  said  Edison 
mi$it  thereafter  become  the  owner  of,  which  agreement  is 
assumed  for  the  purposes  of  this  present  agreement  and  not 


otherwise  (and  regardless  of  any  question  of  fact  or  law 
to  the  contrary),  tov.be  still  in  force  as  regards  the  afore. 


I 


Ij — - -  W  HER  E  A  S,  under  and  pursuant  to  the  terms 

l|  of  a  certain  other  agreement  dated  November  25th,  1887, 
jj  made  said  Edison  with  two  certain  other  corporations 

I  namely,  The  Edison  Lamp  Company,  and  the  aforesaid  Edison 
!|  Electric  Light  Company,  and  pursuant  more  particularly  to 
||  Section  (5)  of  the  said  agreement,  the  said  Edison  agreed 
jj  to  assign  to  the  said'  Edison  Electric  Light  Company,  all 
jj  patents,  licenses,  rights  and  inventions  pertaining  to  in- 
j  candescent  electric  lamps  or  their  manufacture,  which  he 
either  alone  or  jointly  with  the  aforesaid  Lamp  Company, 

|  then  held  or  controlled,  or  might  thereafter  hold  or  con¬ 
trol,  as  aforesaid,  v/ithin  a  period  of  three  years  from  the 
date  of  the  said  agreement,  that  is  to  say  until  November 
25th,  1890;  and _ 

-  WHEREAS,  the  aforesaid  Edison  General 

Electric  Company,  first  party  hereto,  was  organized  on 
April  23rd,  1889,  for  the  purpose  of  carrying  on  the  busi¬ 
ness,  in  addition  to  other  matters,  of  manufacturing  and 
supplying  electric  light  apparatus,  including  incendescent 
electric  lamps;  and - — - 

— - WHEREAS,  the  said  General  Company  soon 

after  its  organization,  acquired  the  ownership  or  control 
of  the  entire  capital  stock  of  the  aforesaid  Edison  Lamp 
Company,  and  has  since  then  acquired  and  still  possesses 


(2) 


I 


the  ownership  of  the  entire  property  and  assets  of  the 
aforesaid  Lamp  Company,  of  every  kind  whatsoever;  and _ 

!LJl=iL5=JL£=5=>  sa^  General  Company  has 

also  acquired  and  still  possesses  the  ownership  or  control 
of  over  ninety-nine  per  centum  of  the  entire ' capital  stock 
of  the  aforesaid  Edison  Electric  Light  Company;  and - 

- —  WHEREAS,  at  the  time  of  the  organization 

of  the  aforesaid  Edison  General  Electric  Company,  on  April 
23rd,  1889,  as  aforesaid,  it  was  understood  and  agreed  by 
and  between  the  said  General  Company  and  the  said  Edison 
that  he  should  thereafter  devote  a  greater  portion  of  his 
time  and  energies  than  he  had  theretofore  done  under  the 
aforesaid  two  several  contracts  of  March  8th,  1881,  and 
November  25th,  1887,  as  well  as  a  greater  part  of  his  force 
of  workmen  and  facilities  at  his  Laboratory  at  Orange,  New 
Jersey,  to  making  and  perfecting  and  patenting  inventions 
and  improvements  appertaining  to  the  present  business  of 
the  said  General  Company,  as  aforesaid,  and  appertaining 
particularly  to  incendescent  electric  lamps;  and - 

- -  V/  H  E  R  E  A  S ,  pursuant  to  the  understanding 

and  agreement  made  by  and  between  the  said  General  Company 
and  the  said  Edison  as  aforesaid,  a  certain  written  agree¬ 
ment  of  even  date  herewith,  namely,  October  1st,  1890,  has 

(3) 


.  been  made  by  and  between  him  and  the  said  General  Company, 
the  same  being  known  as  the  Laboratory  Agreement;  and _ 

■  - - -  WHEREAS,  it  is  the  desire  and  intention 

of  the  aforesaid  General  Company  and  of  the  said  Edison 
j  that  all  existing  rights  touching  his  aforesaid  inventions 
and  improvements ,  heretofore  acquired  by  the  aforesaid  Edi- 
!j  son  Electric  Light  Company  under  and  pursuant  to  the  afore- 
said  two  several  agreements  of  March  8th,  1881  and  Novem- 
ij  her  85th,  1887,  or  otherwise,  shall  be  carefully  recognized 
j|  and  preserved;  and  _ _ 

I;  -  WHEREAS,  it  is  also  the  desire  and  in- 

ij  tention  of  the  said  General  Company,  promptly  and  in  good 
ji  faith  to  carry  out  the  understanding  which  took  place  be¬ 
ll  tween  it  and  the  said  Edison  at  the  time  of  the  organiza- 
!j  tion  of  the  aforesaid  General  Company,  and  relating  to  his 
j  devoting  more  of  his  time  and  more  of  the  resources  of  his 
Laboratory  to  experiments  beneficial  to  the  said  General 
I  Company,  as  aforesaid;  and - 

-  WHEREAS,  for  the  purpose  of  carrying  out 

j  the  aforesaid  desire  and  obligation  of  the  said  General 
Company,  as  well  as  for  the  purpose  of  more  definitively 
stimulating  and  obligating  the  said  Edison  to  make  further 
inventions  and  improvements  as  aforesaid,  and  :to  fairly  and 
fully  compensate  him  for  certain  inventions  and  improve- 


I 


:  ments  already  made  by  him  (which  may  possibly  be  covered 
by  the  aforesaid  two  agreements,  dated  respectively  March 
|j  8th>  1881»  ^  November  25,  1887,  whereby  the  aforesaid 
!|  Edison  Electric  Light  Company  has  or  may  have  acquired  oer- 
l|  tain  existing  rights),  relating  to  the  aforesaid  invention? 

and  which  are  of  great  benefit  to  the  said  General  Company 
::  and  are  therefore  the  proper  subject  of  remuneration  from 
:|  it  110  tlle  sald  Edison  under  and  pursuant  to  the  aforesaid 
!i  understanding  and  agreement  made  between  him  and  the  said 
;|  General  Company  at  the  time  of  its  organization,  as  afore- 
|  said.  iz  ia  no w  proposed  by  this  agreement  to  make  certain 
||  new  and  additional  arrangements  with  the  said  Edison,  for 
!i  the  benefit  of  the  said  General  Company,  as  well  as  for  the 
;!  benefit  of  the  said  Edison  Electric  Light  Company,  as  here- 
||  inafter  set  forth; _ _ _ 

J|  -  NOT/,  THEREFORE,  in  consideration 

j!  of  the  mutual  promises  made  below,  and  of  the  sum  of  One 
Hollar  in  hand  paid  by  each  of  the  parties  hereto  simul- 
|  taneousi,  with  the  execution  and  sealing  of  this  instrument 
j|  the  receipt  whereof  is  hereby  severally  acknowledged,  it 
|j  is  agreed  as  follows: - __ 


E  I  R  S  T  . 

- Referring  to  any  and  all  improvements  and  in¬ 
ventions  pertaining  to  incandescent  electric  lamps  or  their 


(5) 


I 


manufacture,  which  the  said.  Edison  either  is  now  engaged  in 
;i  making  or  perfecting  or  may  make  or  perfect  within  five 
j  years  from  the  date  hereof,  that  is  to  say,  at  any  time 
j  prior  to  the  first  day  of  October,  1895,  or  prior  to  such 
j  earlier  date  as  the  aforesaid  Laboratory  Agreement  of  oven 
|  date  herewith  may  be  terminated  as  therein  provided  for, 
i  it  is  agreed  that  the  coiipensation  payable  to  the  said  Edi¬ 
son  under  and  pursuant  to  the  terms  and  provisions  of  the 
I  said  Laboratory  Agreement,  shall  apply  thereto,  and  that 
'j  the  said  Edison  shall  be  entitled  to  receive  and  shall  be 
;i  Paid  the  same,  notwithstanding  the  fact  that  possibly  cer¬ 
tain  of  the  said  improvements  and  inventions  may  be  covered 
:  by  the  aforesaid  two  agreements  of  March  8th,  1881,  and  No¬ 
vember  25th,  1887,  or  either  of  them,  or  by  any  other  ex- 
;  isting  agreements  to  which  the  said  Light  Company  and  the 
said  Edison  are  parties,  and  may  in  consequence  thereof  be 
assignable  to,  and  be  by  him  in  fact  assigned  to,  the  said 
1  Edison  Electric  Light  Company,  instead  of  being  assigned  to 
the  said  General  Company  pursuant  to  the  said  Laboratory 
Agreement . - 

j  SECOND  . 

- It  isagreed  that  the  improvements  and  inven¬ 
tions  appertaining  to  incandescent  electric  lamps,  describ¬ 
ed  in  two  certain  Applications  for  United  States  Patents 


I 


i|  heretofore  filed  by  the  said  Edison,  to  wit,  Application  of 
j  May  5tll>  1890,  for  improvement  in  lamp  bases,  and  Applica- 
|j  'tion  of  September  15th,  1890,  for  improvement  in  leading-in 
jj  -wires,  shall  be  deemed  to  be,  and  shall  be,  covered  by 
I  'this  agreement,  so  far  as  the  compensation  payable  to  the 
'I  SE4  d  Edison  is  concerned,  although  the  said  improvements 
and  inventions,  or  any  of  them,  and  the  said  applications 
:|  and  the  patents  granted  thereon,  or  either  of  them,  may  be 
assignable  to  the  Edison  Electric  Light  Company,  as  afore¬ 
said,  instead  of  to  the  said  General  Company,— _ 

ii 

j;  IHIRD  , 

—  The  question  whether  or  not,  in  any  particular 
case,  certain  inventions  and  improvements,  or  the  patents 
::  thereon,  pertaining  to  incandescent  electric  lanps  or  their 
manufacture,  which  the  said  Edison  is  now  engaged  in  making 
or  perfecting  or  may  make  or  perfect  during  the  continuance 
j  of  the  said  Laboratory  Agreement,  are  on  the  one  hand,  as¬ 
signable  to  the  said  Light  Company,  under  and  pursuant  to 
any  of  the  agreements  mentioned  above,  or,  on  the  other 
hand,  assignable  to  the  said  General  Company  under  and  pur- 
j  suant  to  the  said  Laboratory  Agreement,  shall  in  every  such 
case  be  left  to  the  decision  of  the  said  Edison,;  and  his 
I  said  decisions,  made  in  good  faith,  shall  be  final  as  be- 


(7) 


i 


I 


tween  the  parties  hereto.  It  shall,  however ,  be  incumbent 
on  the  said  Edison,  as  a  matter  of  fair  dealing  but  not 
otherwise,  to  promptly  notify  the  said  General  Company  and 
the  said  Light  Company,  in  writing,  of  his  intention  to 
make  such  decision,  and  to  give  them,  or  either  of  them, 
a  reasonable  opportunity  to  be  heard  by  him  in  advance  of 
finally  deciding.  In  the  event  of  the  said  Edison  unreas¬ 
onably  delaying  to  assign  as  aforesaid  to  either  one  of  the 
said  two  parties,  either  or  both  of  them  shall  have  the 
right  to  resort  to  such  proper  and  adequate  legal  proceed¬ 
ings  as  Counsel  learned  in  the  law  may  advise,  to  seotire 

their  respective  rights  touching  such  assignments. _ 

-  The  said  Edison  shall  not  be  liable  to  the  said 

General  Company  for  any  loss  or  damage  in  consequence  of 
his  assigning  any  of  his  improvements  and  inventions,  or 
the  patents  thereon,  as  aforesaid,  to  the  said  Light  Com¬ 
pany  instead  of  to  the  said  General  Company,  provided  he 

acts  with  reasonable  care  and  in  good  faith.  - 

-  Should  the  said  Edison  be  threatened  or  held  in 

damages  by  the  said  Light  Company  in  consequence  of  his  as¬ 
signing  any  of  his  improvements  and  inventions,  or  the 
patents  thereon,  as  aforesaid,  to  the  said  General  Company 
instead  of  to  the  said  Light  Company,  the  said  General  Com¬ 
pany  shall  pay  the  same,  together  with  all  reasonable  ex¬ 
penses  of  the  said  Edison  incurred  in  de fending. -.himself , 


(8) 


!  thereby  holding  the  said  Edison  entirely  harmless  touching 
j  the  said  damages  and  his  necessarily  incurred  expenses  in 
I  resisting  the  demand.  He  shall,  however,  give  the  said 
General  Company  notice  of  any  demand  being  made  an  him  as 
aforesaid,  and  shall  allow  the  said  Company  to  participate 
in  his  defence,  if  requested  by  it  so  to  do. - 

FOURTH  , 

i - -  ;This_agreementi  shall  bind  and  enure  to  the  ben-  ! 

jj  efit  of  the  said  General  Company  its  successors  and  as- 
!|  signs,  and  the  said  Edison,  his  heirs,  executors,  adminis- 
|  trators  and  assigns,  _ _ 

-  IH  WITNESS  WHEREOF,  the  said 

General  Company  has  caused  its  corporate  name  and  seal  to 
be  hereunto  affixed  by  the  proper  officers  thereunto  duly 
authorized,  and  the  said  Edison  has  hereto  set  his  hand  and 
seal,  this  agreement  being  for  convenience  simultaneously 

executed  in  two  like  parts, - 

-  Done  at  the  City  of  New  York,  State  of  New 

York,  on  the  day  and  year  above  named, - 

EDISON  GENERAL  ELECTRIC  COMPANY. 


By 


[A  VARIANT  PRINTED  VERSION  OF  THIS  AGREEMENT,  DATED  JULY  1,  1890  (NOT  FILMED) 
CAN  BE  FOUND  IN  THE  MISCELLANEOUS  LEGAL  FILE] 


THOMAS  ALVA  EDISON 

EDISON  GENERAL  ELECTRIC  CO. 

LA  MORATORY  AGREEMENT. 


Dated,  Octoiieh  1st,  181)6. 


j3^lJVAXHlCUt,  made  this Eirstduy  of  October,  1890,  between 

InrntAS  Alva  Edison,  of  Llewellyn  Purl:,  State  of  New  Jersey 
of  the  first  part,  and  the  Edison  General  Electric  Ooimi,  a 
corporation  organized  under  the  laws  of  the  State  of  New  York 
hereinafter  called  the  Gonorul  Company,  of  the  seoond  part. 

Whereas,  the  said  General  Company,  being  interested  in  the 
development  and  promotion  of  the  business  of  elootrio  light 
heat  and  power,  desires  to  avail  itself  of  the  experience,  skill 
and  inventive  genius  of  the  said  Edison,  and  to  acquire  for  the 
whole  ot  the  continents  of  North  America  and  South  America 
whatever  improvements  and  inventions  applicable  to  systems 
of  electrio  light,  host  and  power,  exclusive  of  electric  railways, 
the  mining  and  milling  of  ores,  telographs  and  telephones  he 
may  now  bo  in  process  of  making  or  perfecting,  or  mav  here¬ 
after  make  or  perfect  within  five  years  from  the  date  of  this  in¬ 
strument  j  and 

Whereas,  it  is  intended  that  the  said  General  Companv 
shall  acquire  the  legal  title  to  any  and  all  of  the  said  improve¬ 
ments  and  inventions,  as  well  as  to  any  and  all  patents  granted 
theiefor, 111  ,uly  anfl  “11  countries  of  the  continents  of  North 
America  and  South  America,  and  shall  (save  and  except  ns  pro¬ 
vided  for  below  m  the  eighth  soction  hereof)  possess  the  exclu¬ 
sive  right  to  manufacture  under  the  aforesaid  patents,  subject 
to  certain  conditions  and  restrictions  hereinafter  set  forth;  and 

Whereas,  expensive  experiments  by  the  said  Edison  may 
be  necessary  for  the  making  of  the  aforesaid  improvements  and 
inventions  by  him,  and  the  said  General  Company  is  willing  to 
bear  the  cost  thereof,  subject  to  the  terms  and  conditions  of 
this  agreement ;  and 


Whereas,  the  parties  hereto  now 
agreement  the  terms  and  conditions 
arrangement  shall  be  carried  out; 


desire  to  set  forth  in  this 
upon  which  the  aforesaid 


the  said  Edison  for  himself  and  Mb  assigns,  and  are  en¬ 
tirely  excluded  from  the  operation  of  this  agreement,  to  wit, 
improvements  and  inventions  appertaining  to  telegraphy, 
telephony,  the  mining  and  milling  of  ores,  eleotrio  railways, 
the  propulsion  of  railway  trains  by  means  of  eleotrioity,  loco¬ 
motion  on  all  railways  used  by  the  pnblio  for  the  trans¬ 
portation  of  freight  or  passengers,  or  on  common  roads,  and 
the  transmission  of  eleotrio  power  from  a  distance  for  eleotrio 
railway  purposes  by  moans  of  eleetricul  devices  and  con¬ 
trivances.  It  is  agreed  that  the  foregoing  enumeration  of 
“served  subjects  docs  not  necessarily  include  all  subjects  and 
mattors  intended  to  bo  reserved  herefrom;  but  all  improve¬ 
ments  and  inventions  which  form,  or  miry  in  any  way  form,  part 
of  any  present  or  future  system  of  eleotrio  light,  heat  or  power, 
oven,  though  tho  system  itself  be  undefined  or  incomplete  at 
the  time  of  suoh  invention,,  and  oven  though  tho  definition  or 
completion  of  suoh  system  be  doubtful,  shall,  subject  to  tho 
provisions  for  reservation  and  exclusion  mentioned  nbovo  in  ' 
this  sootiou,  conic  within  the  subjeot  mattor  of  this  ngroomont 
and  be  considered  ns  a  part  thereof,  and  in  any  and  nil  con¬ 
tracts  or  other  arrangements  which  the  said  Edison  may  at 
any  time  make  ns  to  his  aforesaid  improvements  and  inven¬ 
tions,  or  any  of  thorn,  so  for  ns  any  reservation  made  herein 
m  his  bohnlf  is  concerned,  he  shall  fully  provide  for  the  rights 
of  the  Gene  ml  Company  as  aforesaid. 

In  the  ense  of  improvements  and  inventions  appertaining 
both  to  tho  subject  mattor  included  in,  and  to  tho  specific 
subjeot  matter  exoluded  from  this  agreement,  ns  aforesaid,  or 
to  any  part  of  both  such  subjects  matter,  the  acquisition 
by  the  General  Company  of  suoh  improvements  and  inven¬ 
tions  hereunder,  shall  be  subject  to  the  aforesaid  reserved  and 
excluded  lights  of  the  said  Edison,  as  more  particularly  pro¬ 
vided  for  below  in  the  third  section  lioreof. 

Throughout  this  agreement  the  improvements,  inventions 
mid  patents  relating  exclusively  to  the  subjects  matter  reserved 
and  excluded  herefrom  ns  above  provided  for,  to  wit, 
"telegraphy,  telephony,  the  mining  and  milling’  of  ores! 
electric  railways,  tho  propulsion  of  railway  trains  by  means 
of  electricity,  locomotion  on  all  railways  used  by  tho 
public  foi  tho  transportation  of  froight  or  passengers,  or  on 
common  reads,  and  the  transmission  of  electric  power 


electrical  devices  cud  contrivances,"  me  designated  or  referred 
to  as  “  exclusively  reserved  ”  improvements,  inventions  and 
patents  j  and  the  improvements,  inventions  and  patonts  which 
relate  exclusively  to  the  subjeot  matter  covered  by  and  om- 
braced  in  tins  agreomont  (and  do  not  relate  to  anything  cov¬ 
ered  by  the  aforesaid  “  exclusively  rosorvod  11  subject  matter), 
are  designated  or  referred  to  ns  “  exclusively  acquired  ”  im- 
]irovements,  inventions  and  patents;  and  the  improvements, 
inventions  and  patents  which  relate  both  to  the  subject  mnttor 
covered  by  and  embraced  in  this  agreement  and  also  to  the 
subject  matter  excluded  herefrom  as  aforesaid,  or  to  any  part 
of  both  of  such  subjects  matter,  are  designated  or  referred  to 
us  “joint  use  "  improvements,  inventions  and  patonts. 

Any  and  ull  of  the  aforesaid  “  exclusively  acquired  ”  or 
“  joint  use,"  improvements 'and  inventions  covered  by  this  in¬ 
strument,  which  tlio  said  Edison  either  is  now  engaged  in  mak¬ 
ing  or  perfecting  or  may  make  or  perfect  within  five  years  from 
the  date  hereof,  that  is  to  say,  at  any  time  prior  to  the  first  day  of 
October,  1895,  unless  this  agreement  shall  be  sooner  terminated 
us  hereinafter  provided,  shall,  as  regards  the  entire  territory  of 
the  continents  of  North  America  and  South  America  and  all 
countries  included  therein  (but  subject  to  all  the  terms  and 
conditions  of  this  agreement),  be  deemed  to  bo  the  property  of, 
and  shall  bo  assigned  to,  the  said  General  Company,  save  and 
except  ns  specifically  provided  for  to  the  contrary  in  respect 
to  “  joint  use  ”  improvements  and  inventions,  by  the  provisions 
for  reservation  and  exclusion  recitod  in  the  next  preceding 
or  second  section  hereof. 

Patents  for  all  of  the  aforesaid  improvements  and  inventions 
intended  to  be  tlio  property  of  and  assignable  to  the  said 
Genoral  Compuny  ns  above  provided  for,  shall  bo  applied 
for  by  the  said  Edison,  at  the  expense  of  the  General  Company, 
in  tlio  United  States  of  America  and  in  such  other  countries 
of  the  continents  of  North  and  South  America  ns  tlio  said  Gen¬ 
eral  Compuny  may  from  time  to  time  require,  and  when  obtained 
shall  be  assiguocl  to  it.  As  regards  improvements  and  inven¬ 
tions  ns  aforesaid,  which  lack  the  elements  of  patentability,  or 


which  for  any  raison  are  not  patentable,  tl.o  name  shall  never¬ 
theless  bo  doomed  to  bo  covered  by  this  agroomout.  The  Gou- 


reasonable  written  notice  to  the  said  Edison,  doelino  to  pay 
the  aforesaid  expenses,  both  as  regards  any  particular  applica¬ 
tions  for  patents  and  as  regards  the  expenses  of  obtaining 
them  after  applications  are  made,  and  in  that  event  the  par¬ 
ticular  improvements  and  inventions  covered  by  the  said  pro¬ 
posed  patents,  shall  thereupon  beeoino  the  solo  and  exclusive 
Property  of  the  said  Edison  or  his  assigns,  without  uny  com¬ 
pensation  to  the  Gonoral  Company  for  experimental  oxponses 
or  otherwise,  or  for  patent  application  oxponses  tliorotofo.vo  in¬ 
curred,  and  the  said  Edison  or  his  assigns  shall  be  free,  but  at 
Ins  or  their  own  further  expense,  to  take  out  natents  or  to  t„i,„ 


such  other  action  touching  tho  particular  improvements  ancHn- 
ventions  in  question,  as  ho  or  they  may  soe  fit. 

As  regards  any  and  all  patents  which  may  be  obtained  and 
assigned  to  tho  said  Gouerul  Company,  as  above  provided  for 
(and  ns  rogards  improvements  and  inventions  which  look  tho 
elements  of  patentability,  or  which  for  any  reason  are  not 
patentable,  as  aforesaid),  touching  the  nforesuid  “joint  use  ”  im¬ 
plement  and  inventions,  it  is  distinctly  undeistood  and 
agreed  that  the  said  General  Company  retains  no  right  to  any 
improvements  or  inventions  claimed  ill  or  covered  by  the  said 
patonts,  improvements  and  inventions,  or  any  of  them  so  far 
as  they  may  relate  to  the  uses  and  purposes  which  are 


ie  operation  of  this  agreement, 
second  section,  and  as  regards 


provided 
lie  afore- 


FoUllTH. 


llio  mud  Genoml  Company  shall  pay  all  Gf  the  expenses  of 
ovory  kind  whatsoever  of  conducting  the  Laboratory  of  the  said 
Edison  (exclusive  of  the  labor  and  material  used  and  the 
expenses  of  every  kind  inourrod  by  the  snid  Edison  in  elootrio 
railway  experiments  as  hereinafter  provided  for  in  the  fifth  sec¬ 
tion  lioreof  and  raoro  particularly  in  the  last  paragraph  thereof) 
for  tlio  period  during  which  ho  devotes  at  least  ono-lialf  of  his 
time  to  making  improvements  and  inventions  for  the  said 
General  Company  ns  provided  for  above  in  the  first  section  of 
this  agreement,  that  is  to  say,  for  five  years  from  tlio  date  hereof 
unless  previously  terminated  as  hereinafter  provided  for  :  and 
the  said  Edison  agrees  that  for  the  period  during  which  the 
expenses  of  Ins  Laboratory  are  paid  ns  aforesaid,  they,  that  is 
to  say,  the  expenses  which  the  General  Company  is  under 
obligation  to  pay  as  herein  provided  for,  shall  not  exceed 
an  average  of  SI, 200  a  week,  or  about  SG2.600  a  year  (exclusive 
of  the  expenses  incurred  by  snid  Edison'in  elbetrio  railway  ex¬ 
periments  as  hereinafter  provided  for  in  tlio  fifth  section  here- 
Of),  and  tlmt  the  entire  force  of  tlio  said  Laboratory  (ox- 
elusive  of  the  said  Edison,  save  and  except  as  provided 
for  above  in  the  first  section  hereof)  and  all  work  done 
there,  to  the  extent  of  three-fourths  thereof,  shall  bo  used 
for,  and  shall  bo  for  the  benefit  of,  the  said  General  Com¬ 
pany,  and  shall  consist  of  experiments  in  relation  to  the  im¬ 
plements  and  inventions  assignable  to  the  said  Goueral 
Company  as  heroin  provided  for.  But  it  is  further  agreed 
tlmt  os  regards  the  remaining  one-fourth  of  the  Laboratory 
force  and  work  done  as  aforesaid,  it,  the  said  one-fourth 
thereof,  shall  belong  to  the  said  Edison  exclusively,  free 
of  cost,  .it  being  intended  that  lie  shall  be  free  to  use  one- 
fourth  of  the  force,  resources,  material,  time  and  equipment 
of  the  said  Laboratory,  for  his  own  purposes,  without  any 
charge  therefor.  * 

'Whenever,  in  the  course  of  making  tlio  improvements  and 
inventions  lioiein  provided  for,  it  becomes  necossaiy,  in  the 
judgment  of  the  said  Edison,  to  have  any  particular  branch  or 
item  of  oxpenmeut  or  construction,  done  outside  of  the  Labora¬ 
tory,  m  consequence  of  the  lack  of  proper  facilities  as  regards 


which  shall  bo  paid  by  the  General  Company,  shall  not  be  con 
sidercd  ns  constituting  a  part  of  the  expenses  payable  by  tin 
General  Company  us  above  provided  for  in  this  section,  am 
shall  no!  bo  included  in  the  aforesaid  annual  expensus  of  abou 
862,000.  The  General  Company,  howovor,  shall  have  the  righ 
in  its  discretion  from  time  to  time  to  roquiro,  by  its  written  no 
tioo  to  the  said  Edison  and  not  otherwise,  that  no  work  shall  be 
done  outside  of  the  Laboratory  as  above  provided  for,  unlosi 
the  said  Edison  shall  have  first  procured  tho  written  approve: 
if  tho  said  General  Company. 

Whenever  the  said  Laboratory  and  the  force  therein  em¬ 
ployed  are  not  fully  occupied  as  above  provided  for,  that  is  to 
my,  in  enso  tho  experiments  to  bo  made  for  tho  General  Com- 
mny  as  aforesaid,  together  with  experiments  to  be  made  for 
lie  North  American  Company  as  provided  for  below  in  tho 
ifth  section  hereof,  shall  not  fully  employ  and  occupy 
hroo-fourtlis  of  the  force  and  resources  of  the  said  Labor¬ 
atory,  it  is  agreed  that  work  may  be  done  by  tho  said  Edison 
n  tho  said  Laboratory  for  outside  parties,  in  his  discretion 
but  not  detrimental  to  tho  business  interests  of  the  said  Gen- 


tions  covered  by  this  instrument  mid  more  partiuulurly  by  the 
third  section  hereof ;  if  nil  the  said  expenses  paid  by  the  Gon- 
ortd  Company  ns  above,  shall  have  boon  incurred  for  the  bene¬ 
fit  of  the  said  General  Company  ns  aforesaid,  then  and  in  such 
oaso  tlio  said  Edison  inny  rotaiu  for  himself,  and  without  pay¬ 
ing  to  the  General  Company  any  part  thereof,  nil  charges  col¬ 
lected  by  him  as  aforesaid ;  but  if  the  expenses  paid  by  the 
General  Company  shall  bo  found  to  bo  in  excess  of  tho  amount 
properly  payable  by  it  under  tho  provisions  of  this  instrument, 
then  and  in  such  event  tho  said  Edison,  before  retaining  for 
himself  tho  said  charges  collected  for  outside  works  ns  nforo- 
snid,  shall  first  pay  therefrom  to  tho  General  Company  sueli  an 
amount  as  represents  the  excess  of  expenses  paid  by  the  Gen¬ 
eral  Company  ns  aforesaid,  but  in  no  event  shall  tho  said 
Edison  bo  personally  liable  for  any  deficiency,  in  euse 
tho  said  ehargos  are  insufficient  to  reimburse  the  Goueral 
Company  for  said  excess.  Nothing  herein  contained 
shall  bo  doomed  to  authorize  tho  said  General  Company 
to  interfere  with  tho  said  Edison  in  tho  management  of  the  said 
Laboratory,  or  to  dictate  to  him  in  that  regard  in  any  way  what¬ 
soever,  either  us  regards  tho  number  or  selection  of  the  em¬ 
ployees,  or  the  nature  of  tho  work  to  be  done,  or  tho  manuor  in 
which  tho  business  of  the  Laboratory  is  carried  on,  or  otherwise, 
save  and  except  us  herein  specifically  provided  for.  Tho  said 
Edison,  however,  shall  at  all  times  make  any  experiments  and 
seok  to  make  any  useful  inventions  for  its  business,  which  the 
General  Company  may  from  time  to  time  request  in  writing 
(provided  such  experiments  relate  to  tho  subjoct  matter  of  this 
agreement  and  to  the  rights  and  benefits  acquired  by  tho  Gen¬ 
eral  Company  hereunder,  and  do  not  require  any  further  time 
from  the  said  Edison  or  his  Laboratory  than  heroin  provided 
for),  but  if  tho  making  of  such  experiments  shall  involve  un¬ 
usual  Laboratory  expenses,  especial  provision  shall  be  made 
therefor  bolween  tho  Gonorul  Company  and  the  said  Edison, 
separate  and  apart  from  the  S62,000  above  provided  for. 

Tho  aforesaid  promise  of  the  General  Company  to  pay  tho 
expenses  of  tho  Laboratory  of  tho  said  Edison  for  a  period  of 
five  years  from  the  dato  hereof  nmy  be  terminated  at  any  time 
at  the  option  of  the  said  Genoral  Company,  upon  giving  tho 
said  Edison  one  year’s  notice  thereof  in  writing ;  and  upon 
the  expiration  of  the  said  one  year,  tho  said  Company  shall  bo 


11 

mid  (li)  of  tlui  cost  of  railway  experiments,  us  provided  for 
above  in  tho  fifth  section  horeof)  to  tho  said  Edison  so  far  as 
required  to  do  so  lioroundor.  Should  uuy  of  tho  said  state¬ 
ments  contain  items  to  which  tho  said  Gonoral  Company  may 
reasonably  object,  tho  otlior  items  contained  in  such  statement 
shall  bo  paid  as  aforesaid,  and  tho  itoins  objected  to  shall  be 
settled  by  mutual  agreement,  or  in  default  thereof  by  arbitra¬ 
tion  us  hereinafter  provided  for  in  tho  fifteenth  section  horeof. 

As  regards  all  expenses  already  incurred  by  tho  said  Edison 
in  connection  with  tho  making  and  perfecting  of  such  of  tho 
inventions  and  improvements  covered  by  this  instrument,  aud 
more  particularly  by  tho  first  section  hereof,  ns  ho  already  lias 
in  hand  nud  is  now  engaged  upon,  it  is  agreed  that  he  shall 
immediately  and  simultaneously  with  the  execution  of  this 
instrument  render  in  writing  a  full  statement  thereof  to  tho 
said  Gonerul  Company,  nud  that  tho  said  Company  shall 
within  thirty  days  thereafter  pay  to  tho  said  Edison  the  full 
amount  of  tho  said  oxponsos,  unmoly,  S32.72l.G3. 

The  said  Edison  shall  allow  the  said  General  Company  and 
its  duly  authorized  agents  ample  opportunity  at  nil  reason¬ 
able  timos  to  examine  tho  books  and  accounts  of  his  said 
Laboratory  for  tho  purposes  of  this  agreement,  including  the 
verification  of  any  statement  of  expenses  hereafter  incurred 
by  him,  made  by  him  to  tho  said  General  Company  us  above 
provided  for,  ns  to  any  and  all  details  therein  contained,  and 
any  and  nil  dispute  as  to  any  details  of  tho  said  statements 
or  ns  to  anything  therein  contained,  shall  be  left  to  arbitration 
ns  hereinafter  provided  for  in  tho  fifteenth  section  hereof. 
In  case  the  Gonoral  Company  pays  any  erroneous  statement 
without  prior  verification,  or  any  error  is  discovered  in  any 
statement  afterpayment  thereof,  the  same  shall  bo  immediately 
adjusted  by  requisite  payments  from  one  party  to  tho  otlior 
according  to  the  facts  of  tho  enso,  provided  that  demand  there¬ 
for  be  made  within  a  reasonable  time  after  error  is  discovered, 
and  that  demand  in  uuy  event  bo  made  within  reasonable  time,’ 
it  boing  intended  that  in  the  absence  of  fraud  or  bad  faith,  the 
Genoral  Company  shall,  after  the  lapse  of  a  reasonable  time, 
be  precluded  except  by  mutual  consent  from  making  any  claim 
for  revising  any  statement  hi  question  or  readjusting  tho 
amount  paid  thereunder. 


it  bring  intended,  as 
shall  stnnd  by  itsolf. 
loss  shall  result  during 


17 

mio-itfth  interest :  Now,  therefore,  it  is  agreed  that  as  regards 
the  said  Edison  Eloetrie  Light  Company,  and  ns  regards  the 
said  Sprague  Company,  severally,  the  said  General  Company 
shall  bo  and  lioroby  is  bound  to  seoure  for  the  said  Edison,  and 
itself  to  obtain  and  pay  to  him,  such  an  amount  as  shall  rep¬ 
resent  one-fifth  of  all  not  profits,  benefits  or  other  advantages 
neerning  to  the  said  Light  Company  and  the  said  Sprague  Com¬ 
pany,  respectively,  or  either  of  them,  in  cousequoneo  of  tho  said 
Light  Company  or  tho  said  Spraguo  Company  using,  or  in  con¬ 
sequence  of  their  sovoral  liconsoes  us  aforesaid,  being  lieonsod 
to  use,  tho  improvements  and  inventions  of  tho  said  Edison, 
covered  by  this  instrument,  or  any  of  them,  other  than  lamps. 
It  is,  however,  distinctly  mulorstood  and  agreed  that  licenses  for 
using  the  said  improvements  and  inventions  covered  by  this  in¬ 
strument,  may  bo  granted  by  the  General  Company  to  tho  said 
Light  Company  and  its  licensees,  severally,  and  to  tho  said 
Sprague  Company  nnd  its  licensees,  severally,  as  regards  oleotrio 
light  and  power  or  oleotrio  railway  plants  already  installed  or 
already  notunlly  contracted  for  in  good  faith,  without  neces¬ 
sarily  requiring  n  payment  to  the  said  Edison  of  tho  aforesaid 
ono-fifth  of  net  profit,  benefits  or  other  advantages  accruing  there¬ 
from  to  said  Light  Company  nnd  said  Sprague  Company.  It  is 
conceded,  howovor,  that  this  provision  as  regards  plants  already 
installed  or  ooutractod  for,  ns  aforesaid,  is  inserted  hero 
in  consequence  of  tho  licensees  of  snid  Light  Company,  and 
tho  licensees  of  said  Sprague  Company,  having  already  paid  com¬ 
pensation  for  the  use  of  inventions  and  improvements  owned 
by  snid  companies,  respectively,  touching  plants  already  in¬ 
stalled  or  actually  contracted  for  in  good  faith,  uud  of  tho 
impracticability  oroxtreme  difficulty  of  procuring  additional 
compensation  from  tho  licensees  of  said  Light  Company  nnd 
said  Sprague  Company,  for  tho  uso  of  tho  improvements  nnd 
inventions  covered  by  this  agreement,  touching  plants  already 
installed  or  actually  contracted  for  in  good  faith.  The  said 
Edison  recognizing  the  difficulties  existing  in  that  regard, 
consents  to  tho  insertion  heroin  of  tho  aforesaid  provi¬ 
sion,  provided,  however,  that  it  bo  distinctly  understood 
nnd  agreed,  and  it  is  hereby  agreed,  that  the  General 
Company  will  uso  its  best  endeavors  to  a  reasonable  extent  and 
without  serious  prejudice  to  the  development  of  its  own  busi¬ 
ness,  or  the  business  of  tho  snid  two  othor  companies  men- 


18 

tioued  above  and  their  several  licensees  (it  being  recognized 
that  any  considerable  irritatiou  on  the  part  of  licensees 
would  be  a  sorious  prejudice  to  such  development),  to 
secure  compensation  for  the  use  of  the  improvements 
and  inventions  covered  by  this  agreement  touching 
plants  already  installed  or  contracted  for  in  good  faith, 
notwithstanding  the  concession  made  by  the  said  Edison,  as 
uforosaid,  touching  such  plants.  But  nothing  horoiu  contained 
shall  in  any  way  affect  the  question  of  manufacturing  profits  ns 
above  provided  for  iu  this  section,  us  regards  the  im¬ 
provements  and  inventions  covered  by  this  agreement,  so 
far  ns  they  may  bo  used  in  connection  with  the  afore¬ 
said  electric  light  or  power  or  railway  plants  already  in¬ 
stalled  or  actually  contracted  for  in  good  faith  as  afore¬ 
said,  or  otherwise,  it  being  intended  that  under  any  and 
all  circumstances,  the  said  Edison  shall  participate  therein, 
pursuant  to  the  provisions  of  this  agreement.  Nor  shall  any¬ 
thing  herein  contained  be  deemed  or  taken  to  be  a  waiver  of 
the  right  of  the  said  Edison  to  participate  in  any  compensation 
hereafter  received  by  the  said  Edison  Electric  Light  Company 
or  by  the  said  Sprague  Electric  Bailway  and  Motor  Company, 
from  their  respective  licensees,  as  aforesaid,  when  and  as  fast 
as  the  aforesaid  plants  already  installed  or  actually  contracted 
for  in  good  faith,  are  enlarged  or  extended,  so  far  as  such  com¬ 
pensation  shall  be  derived  from  any  license  to  use  the  inven¬ 
tions  and  improvements,  or  an}r  of  them,  other  than  lamps, 
covered  by  this  agreement,  in  connection  with  such  enlarge¬ 
ments  and  extensions.  All  disputes  between  the  parties  as 
to  any  questions  arising  hereunder  of  any  shares  of  profits  or 
royalties  to  which  said  Edison  shall  be  entitled,  shall  be  left  to 
arbitration  as  hereinafter  provided  in  the  fifteenth  section 
hereof. 

As  regards  the  manufacture  of  the  aforesaid  improvements 
and  inventions,  it  is  further  agreed  as  follows,  that  is  to  say  : 

(1)  The  said  General  Company  and  its  assigns  shall  have 
and  possess,  subject  to  this  agreement,  the  sole  aud  exclusive 
right  and  liconso  in  all  countries  of  the  continents  of  North 
America  and  South  Am orica,  and  for  use  in  said  countries  of 


27 

othor  ending  of  any  foreign  patents  eovoring  any  of  tlio  said 
inventions,  from  lapsing  or  otherwise  oniling  in  consequonce  of 
any  failure  to  pay  annuities  or  othor  roquired  governmental  foes, 
or  of  any  failure  to  work  the  said  patents  or  to  manufacture  the 
iuvontions  covorod  thereby,  to  the  end  that  the  Lottors  Patent 
of  the  United  States  of  America  acquired  by  the  General  Com¬ 
pany  ns  heroin  provided  for,  anil  on  the  same  or  similar  inven¬ 
tions,  may  not  bo  limited  in  life  by  the  lapse,  annuUmeUt  or 
other  extinguishment  of  any  foroign  patent  or  other  equivalent 
governmental  franchise.  The  said  Edison  further  agrees  that 
in  addition  to  tho  foregoing  provisions,  ho  will  do  all  such  other 
acts  and  things  ns  may  be  reasonably  roquired  of  him,  to  facili¬ 
tate  and  protect  the  said  Goneral  Company  in  its  full  onjoyment 
and  use  of  tho  said  improvements,  inventions  uuil  patents,  to 
the  extent  provided  for  in  this  agreement. 

Thiiiteentii. 

Referring  to  the  provision  contained  in  tho  first  and  third 
sections  hereof  to  the  effect  that  tho  said  Edison  shall  assign  to 
the  said  General  Company  any  and  all  of  the  aforesaid  improve¬ 
ments  and  inventions  made  by  him  prior  to  tho  first  day 
of  October,  1895,  tho  said  Edison  agrees  that  if  this  agree¬ 
ment  shall  not  have  been  terminated,  as  provided  for 
in  the  fourth  and  fifteenth  sections  hereof,  or  otherwise, 
before  Octobor  1st,  1895,  he  will  not  theretofore  or  thereafter 
outer  into  any  contract  with  any  othor  party  or  parties  to 
assign  to  them  any  similar  iuvontions  or  improvements 
which  he  may  make  within  five  years  thereafter,  that  is  to  say 
betweon  Octobor  1,  1895,  and  Octobor  1,  1900,  without  first 
giving  tho  said  Goneral  Company  tho  right  to  acquire  them  on 
terms  not  more  onerous  than  those  to  be  exacted  from  such 
other  party  or  parties,  the  said  Edison  hereby  agreeing  to  give 
tho  General  Company  notice  in  writing  of  any  proposed  new 
contract  as  to  any  invention  or  improvement,  anil  the  General 
Company  to  have  30  days  after  such  notice  (whioh  in  no  case 
shall  be  givon  prior  to  Octobor  1st,  1895)  in  which  to  moke  a 
noiv  contraot  with  said  Edison  in  respect  thereto,  as  herein 
provided. 


li’oUUTEUNTU. 


Tho  said  Goneral  Company  will,  aud  hereby  does,  acknowl¬ 
edge  and  admit  the  validity  of  any  and  all  patents  (and  the 
sufficiency  of  all  of  the  claims  of  oaeh  of  the  said  putonts) 
M-hioh  may  bo  issued,  or  bo  applied  for  and  bo  afterwards  issued, 
during  tho  coutiuuuuoo  of  this  agreement,  and  in  any  part  of 
tho  world,  to  tho  Baid  Edison  or  his  assigns,  upon  any  of  the 
improvements  and  inventions  of  tho  said  Edison  horein  referred 
to  and  covered  by  this  instrument,  and  hereby  covenants, 
whether  this  agreement  continues  or  not,  and  whether  an  ad¬ 
verse  decision  in  any  action  at  law  or  nny  suit  in  equity  on  any 
of  such  patents  shall  have  boon  rendered  or  not,  that  it  will  not 
violate,  infringe  or  contest  tho  validity  of  any  such  patents, 
during  their  several  terms  of  life,  ns  originally  granted  or  after¬ 
wards  extended,  or  tho  sufficiency  of  their  specifications,  or  aid 
and  encourage  others  in  so  doing:  Save  and  excopt,  how¬ 
ever,  that  if  any  of  such  patonts  shall  have  been  ndjudionted 
invalid  in  any  action  at  law  or  suit  in  equity  aud  no  appoul 
shall  have  boon  taken  therefrom,  or  if  in  the  ovout  of  such 
appeal,  tho  final  adjudication  shall  have  been  adverse  to  tho 
validity  of  such  pntont,  the  General  Company  shall  thou  no 
longer  be  bound,  ns  above  provided  for,  to  acknowledge  and 
admit  the  validity  of  such  patent  or  patents  thus  adversely 
adjudicated  upon ;  and  the  said  Edison  hereby  makes  a  corres¬ 
ponding  acknowledgment  and  admission,  as  regards  tho  conti¬ 
nents  of  North  America  and  South  America,  touching  any  and 
all  patents  acquired  by  tho  said  General  Company  hereunder. 


Euu'eenth. 

Owing  to  tho  difficulty  of  foreseeing  and  making  adequate 
provision  in  this  agreement  for  every  quostion  which  may  urise 
between  the  parties  horeto  in  connection  with  tho  inventions 
and  improvements  of  the  said  Edison  as  heroin  provided  for, 
aud  it  being  the  desire  of  tho  parties  hereto  that  in  the  event  of 
any  such  questions  arising  which  cannot  be  amicably  adjusted, 
the  same  shall  be  determined  by  arbitration,  it  is  agreed  that 
whenever  it  shall  be  found  that  this  agreement  lias  not  made 
adequate  provision  for  the  rights  and  obligations  of  both  par¬ 
ties  hereto  touching  any  and  all  questions  arising  out  of  the 


30 

Sixteenth. 

This  agreement,  which  shall  continue  in  force  us  provided 
for  supra  in  subdivision  (4)  of  the  tenth  seotion  hereof,  shall 
bind  and  enure  to  the  benefit  of  the  said  Edison,  his  heirs, 
executors,  administrators  and  assigns,  and  shall  also  bind  and 
enure  to  the  benefit  ot  the  said  General  Company,  its  successors 
and  assigns. 

In  witness  whereof,  the  said  Edison  General  Electric  Com¬ 
pany  has  caused  its  corporate  name  and  seal  to  bo  hereto 
affixed  and  attested  by  its  proper  officers  thereunto  duly  au¬ 
thorized,  and  the  said  Edison  lius  hereunto  set  Ins  hand  and 
seal,  nt  the  City  of  New  York,  on  the  day  and  year  first  above 
named,  this  agreement  being  simultaneously  executed  in  two 
like  parts. 

Edison  Geneiial  Eleothic  Coni'ANY, 

By 


[seal.] 


President. 


Attest : 


Seoretary. 


[seal.] 


Witness 


to  Mr.  Edison : 


[28077] 


THOMAS  ALYA  EDISON 


EDISON  GENEEAL  ELEOTBIC  CO. 


THE  NOETH  AMEEIOAN  CO. 


ELECTRIC  RAILWAY  AGREEMENT. 


Dated,  October  1st,  1890. 


^Sjvccnxcnt,  made  this  First  day  of  Oetobor,  1800,  between 
Thomas  Alva  Edison,  of  Llewellyn  Park,  Stnto  of  New  Jersey, 
of  the  first  part ;  the  Edison  General  Eleothio  Company,  a 
corporation  organized  under  the  laws  of  the  State  of  Now  York, 
nntl  having  its  prinoipal  office  in  the  City  of  New  York,  herein¬ 
after  called  tho  Geueral  Company,  of  the  second  pnrt ;  nnd  The 
North  American  Company,  a  corporation  organizod  under  tho 
laws  of  tho  State  of  Now  Jersey,  and  having  an  office  in  tho 
City  of  Now  York,  of  the  third  pnrt. 

Whereas,  the  said  General  Company  is  interested 
in,  and  tho  said  North  American  Company  proposes  to 
become  interested  in,  tho  development  and  promotion  of 
eleotrio  railways,  and  both  of  tho  said  parties,  recognizing 
the  importance  of  developing,  perfecting  and  cheapening 
tho  eleotrio  railway  systoin  and  apparatus  applicable  thereto, 
desire  to  avail  themselves  of  the  experience,  skill  and 
inventive  genius  of  the  said  Edison,  nnd  to  acquire  for  the 
United  States  of  America  and  tho  Dominion  of  Oaundn,  what¬ 
ever  improvements  and  inventions  applicable  to  oloctrical  rail¬ 
ways  ho  may  now  bo  in  procoss  of  perfecting  or  may  hereafter 
make  and  perfect  within  fivo  years  from  the  date  of  this  instru¬ 
ment;  nnd 

Whereas,  it  is  intended  that  the  said  General  Company 
shall  acquire  the  legal  title  to  any  and  all  of  tho  said  improve¬ 
ments  and  inventions  as  well  ns  to  any  and  all  patents  granted 
therefor  in  tho  United  States  and  tho  Dominion  of  Canada, 
nnd  shall  permanently  retain  and  possess  the  exclusive  right  to 
manufacture  under  tho  aforesaid  patonts,  snbjoct  to  certain 
conditions  and  restrictions  hereinafter  set  forth ;  and 

Whereas,  tho  said  General  Company  has  already  expended 
a  large  sum  of  money  in  tho  acquisition  of  patents  and  rights 
under  patents  rolating  to  electric  railways,  especially  by  tho 


2 

purchase!  of  stook  of  tho  Edison  Eloctrio  Light  Compuny  and 
tho  Sprague  Elootrio  Railway  and  Motor  Company,  which 
companies  own  such  patents ;  and 

Wiieiieas,  expensive  experiments  by  fclio  said  Edison  will 
bo  necessary  for  tho  making  of  fclio  expected  improvements  and 
inventions  by  him,  rointiug  to  electric  railways  and  horoinboforo 
roforrod  to,  and  it  is  also  desired  that  said  improvements  nud 
inventions,  when  and  ns  from  time  to  timo  sufficiently  per¬ 
fected,  or  so  supposed  to  bo,  shall  bo  fully  tested  and  demon¬ 
strated  by  sufficiently  largo  tests  and  demonstrations  to  tho 
ond  that  not  only  tlioir  perfection  but  also  the  fact  that  they 
huvo  oomineroial  utility  and  economy  may  bo  clearly  ascer¬ 
tained  and  shown  by  actual  experience,  and  that  suoli  tests 
and  demonstrations  shall  bo  continued  until  such  perfection 
and  commercial  utility  and  economy  shall  bo  reached  nud 
fully  ascertained  and  shown  ;  and 

Wiieiieas,  the  said  North  American  Company  is  willing  to 
boar  the  cost  of  said  experiments,  tests  nud  demonstrations, 
to  tho  extent  and  upon  tho  conditions  hereinafter  defined  ;  awl 

_  Wiieiieas,  all  tho  parties  hereto  desiro  now  to  set  forth  in 
this  instrument  tho  terms  and  conditions  upon  which  tho  afore¬ 
said  mnttors  shall  bo  curried  out ; 

AlOUl,  tlveVCfOVC,  In  consideration  of  tho  mutual  prom¬ 
ises  heroin  made,  and  of  tho  sum  of  one  dollar  in  hand  paid 
by  oacli  of  tho  parties  hereto  to  each  of  the  others,  the  receipt 
whereof  is  hereby  acknowledged,  it  is  doolurod  and  agreed  as 
follows,  that  is  to  say : 

Fiiist. 

It  is  agreed  that  the  improvements  aud  inventions  covered 
by  this  instrument  shall  bo  restricted  to  tho  subject  matter 
of  eloctnc  railways  and  tho  propulsion  of  railway  trains  by 
means  of  electricity  and  to  electrical  locomotion  on  all 
railways  used  by  the  public  for  the  transportation  of  freight 
or  passengers,  or  on  common  roads,  and  to  tho  transmission 
of  eloctrio  power  from  a  distance  for  the  aforesaid  purposes 


Ally  and  all  of  tho  uforosaid  improvements  and  inventions 
relating  to  “oloetrio  railways  '  (inoludiug  also  tho  aforesaid 
joint  uso”  and  “ special  joint  use  ”  improvements  and  inven¬ 
tions,  us  described  above  in  the  first  section  hereof  and  more 
particularly  provided  for  below  in  tho  third  sootiou  hereof), 
whioli  tho  said  Edison  oitlior  has  made  and  1ms  not  nlrendy  dis¬ 
posed  of  or  is  now  engaged  in  making  or  perfecting  or  may 
malfo  within  fivo  years  from  tho  date  horoof,  that  is  to  say, 
at  any  time  prior  to  the  first  day  of  October,  1895,  unless  this 
agreement  shall  bo  sooner  terminated  as  hereinafter  provided 
for,  shall,  as  regards  tho  United  States  of  America  and  the 
Dominion  of  Canada  (but  subject  to  all  tho  terms  and  condi¬ 
tions  of  this  agreement),  bo  deemed  to  be  tho  property  of,  and 
shall  bo  assigned  to,  tho  said  Goneral  Company. 


Inasmuch  as  the  said  Edison  has  by  a  certain  other  instru¬ 
ment  in  writing  0f  ovou  date  herewith,  made  by  and  between 
him  and  the  said  Edison  Goneral  Electric  Company  (herein  re¬ 
ferred  to  as  agreement  “A,"  and  reference  to  which  is  now 
made  for  grontor  particularity),  agreed  to  assign  to  that  Com¬ 
pany  any  and  all  improvements  and  inventions  appertaining 
to  electric  light,  heat  and  power  (with  the  reservation  here- 
matter  sot  forth),  which  he  may  make  prior  to  October  1, 1895 
for  certain  countries,  including  tho  United  States  of  America 
and  the  Dominion  of  Canada ;  and  inasmuch  as  in  the  afore¬ 
said  instrument  tho  said  Edison  has  reserved  the  right  to  uso 
his  said  improvements  and  inventions  for  tho  purpose  of  elec¬ 
tric  railways  and  the  propulsion  of  railway  trains  by  electricity 
and  electrical  locomotion  on  all  railways,  used  by  tho  public  as 
aforesaid,  or  on  common  roads,  and  for  tho  transmission  of 
electric  power  from  a  distance  for  said  electric  railways; 
and  inasmuch  as  tho  said  Edison  now  proposes  to  assign 
to  tho  said  Goneral  Company  all  rights  now  or  hereafter  during 
the  continuance  of  this  instrument  accruing  to  or  acquired  by 
him  under  and  pursuant  to  the  aforesaid  reservation  in  the  said 
agreement  “  A,”  whether  relating  to  “  exclusively  railway  "  or 


tho  oxpense  of  tho  G  on  oral  Company,  iu  tho  United  States  of 
America  and  tho  Dominion  of  Canada,  and  when  obtained  shall 
be  assigned  to  it.  As  regards  improvements  and  inventions 
as  aforesaid,  which  lack  the  olemonts  of  patentability,  or  which 
for  any  reason  aro  not  patentable,  the  same  shall  nevertheless 
be  deemed  to  be  covered  ’by  this  agreement.  Tho  General 
Company,  however,  may  at  any  time  in  its  discretion,  and  on 
reasonable  written  notico  to  tho  said  Edison,  decline  to  pay 
the  aforesaid  expenses,  both  as  regards  any  particular  applica¬ 
tions  for  patents  and  as  regards  the  expenses  of  obtaining  them 
after  applications  aro  made,  and  in  that  event  tho  particular 
improvements  and  inventions  covered  by  tho  said  proposed 
patents,  shall  thereupon  become  tho  sole  and  exclusive  property 
of  tho  said  Edison  or  his  assigns  (unless  tlio  North  American 
Company  should  pay  for  the  same  ns  lioroinbolow  provided), 
without  any  compensation  or  repayment  to  the  General  Com¬ 
pany  for  experimental  expenses  or  otherwise,  or  for  patont  ap¬ 
plication  expenses  theretofore  incurred,  and  the  said  Edison 
or  his  assigns  shall  bo  free,  but  at  his  or  their  owu  further 
expense,  to  talco  out  patents  or  to  take  such  other  action  touch- 


8 

patented  us  nforesuid,  so  fur  ns  they  relute  to  the  oxcIubiou  and 
reservation  heretofore  umdo  herein  in  his  fuvor. 

It  is  further  agreed  thnt  in  cubs  the  General  Company  de- 
eliuos  to  pay  for  any  putonts,  us  lioreinubove  provided,  the  snid 
Edison  shull  notify  the  suid  North  Amorioan  Company,  und  in 
onso  tho  said  North  American  Coinpuny  slmll,  within  a  reosou- 
ablo  time  thereafter,  elect  to  pay  for  letters  patent  itself,  and 
slmll  notify  tho  said  Edison  thereof  in  writing,  and  shall  uotunlly 
pay  for  suid  patouts,  tho  forfoitod  rights  of  tho  suid  Gouorul 
Company  hereunder  (other  than  tho  right  of  innnufncturo),  in 
respect  to  such  particular  patents  (but  not  otherwise),  shull 
theiOi.pou  become  tho  sole  and  exclusive  property  of  the  suid 
North  American  Company,  nothing  in  these  presents  to  tho 
contrary  notwithstanding.  But  it  is  distinctly  understood  and 
agreed  thnt  the  right  to  uoquiro  the  aforesuid  patents,  and  tho 
solo  and  exclusive  property  acquirable  thoreiu  as  aforesaid, 
shall  not  in  any  event  give  to  tho  said  North  Amorioan  Com¬ 
pany  any  greater  rights  or  privileges  touching  tho  said  patents 
than  the  said  General  Company  would  itself  have  possessed 
under  this  instrument  if  it  hud  paid  for  tho  said  patents. 

It  is  further  agreed  that  each  of  tho  parties  hereto  shall 
and  will  at  any  and  all  timos  hereafter,  execute  such  other  and 
further  instruments  in  writing  as  may  bo  reasonably  required 
by  either  of  the  parties  hereto  to  more  fully  carry  out  tho 
foregoing  provisions  of  this  section  as  well  as  any  and  all 
other  provisions  of  this  agreement. 


Eiftii. 

In  order  to  provide  adequate  capital  to  perfect  the  improve¬ 
ments  and  inventions  covered  by  this  instrument,  and  to  make 
the  requisite  demonstration  of  their  value  as  hereinafter  fully 
provided  for,  it  is  further  agreed  us  follows : 

(1)  Inasmuch  as  the  said  Edison  is  already  occupied  in  devis¬ 
ing  and  perfecting  a  comprehensive  system  of  electric  railways, 
embracing  generally  suoli  improvements  and  inventions  as  re¬ 
late  to  the  subject  matter  of  electric  railways  as  defined  in  the 
first  section  hereof,  and  proposes,  and  hereby  covenants  and 
agrees  (duo  regard  being  paid  to  his  othor  imperative  ougago- 


mcnts),  to  immediately  mid  continuously  devote  lumsolf  to 
such  occupation,  to  the  cud  tlint  tho  commercial  practicability, 
officioncy  and  economy  of  the  said  comprehensive  system  of 
electric  railways,  may  as  soon  ns  possible  bo  practically 
and  fully  tested  and  demonstrated,  until  such  system  shall  be 
recognized  as,  and  successfully  shown  to  bo  commercially  prac¬ 
tical,  oilioiont  and  economical,  on  a  largo  scale ;  and  inasmuch 
as  it  is  doomed  dosirable  that  arrangements  should  now  bo 
made  for  procuring  adoqiuite  capital  requisite  for  snob  occu¬ 
pation  in  devising  and  perfecting  the  said  system,  and 
for  such  test  and  demonstration  j  mid  inasmuch  ns  it 
is  boliovod  by  all  tho  parties  lioroto  that  tho  amount  of 
capital  requisite  thorefor  will  bo  vory  largo,  and  tho  said  North 
Amorionn  Company  is  willing  to  assume  tho  obligation  of  agree¬ 
ing  to  supply  the  sumo,  subjoat  to  tho  terms  und  conditions  of 
this  ngroomont  and  more  particularly  subjoot  to  tho  provisions 
of  tho  sixth  section  lioreof,  provided  tlint  it,  tho  snid  North 
American  Company,  may  participate  in  profits  derived  by 
tho  Goneral  Company  from  the  improvements  and  inven¬ 
tions  hereinbefore  roferred  to,  to  tho  extent  and 
subject  to  the  conditions  in  this  agreement  provided : 
Now,  therefore,  tho  said  North  American  Company, 
agrees  (subject  to  tho  limitations  and  conditions  sot  forth  in 
the  next  succeeding  or  sixth  section  hereof)  not  only  to  furnish 
the  money  to  pay  for  the  expenses  of  ull  experiments  connected 
with  completing  tho  aforesaid  comprehensive  system  of  electric 
railways  as  horotoforo  provided  for  in  this  instrument,  but  also, 
as  soon  ns  the  said  system  of  electric  railways  shall  reach  a 
point  where  it  is  believed  by  the  said  Edison  that  such  demonstra¬ 
tion  can  be  carried  to  completion  as  aforosnid,  to  furnish  tho  re¬ 
quisite  amount  of  capital  to  pay  for  practically  and  fully  demon¬ 
strating  on  a  largo  scale  that  said  system  is  commercially  prac¬ 
tical,  efficient  and  economical,  and  to  make  such  practical  dem¬ 
onstration,  and  to  take  such  steps  and  make  such  outlays  from 
time  to  time  as  shall  be  deemed  necessary  and  as  shall  bo  cal¬ 
culated  to  promote  tho  carrying  out  of  such  practical  demon¬ 
stration  until  such  practical  demonstration  sbnll  bo  success¬ 
fully  and  fully  mndo  ;  and  in  case  of  dispute  as  to  the  extent 
or  result  of  such  demonstration,  the  snino  shall  bo  referred  to 
and  settled  by  arbitration  in  the  maimer  horeinaftor  provided 
for  in  tho  eleventh  section  hereof. 


□  oungution  mourrod  by  the  said  North  Amoricuu 
this  and  in  the  next  succeeding  or  sixth  section, 
t  to  arbitration  in  tho  nianuor  providod  for  be 
ivontli  section  thereof,  nud  that  the  said  urbitr. 
vo  full  power  to  decide  both  in  general  and  in  i 
dl  bo  a  fair  and  reasonable  interpretation  of  tho  I 
f  and  intent  of  this  soctiou  of  this  agreement, 
“fi .had  to  what  was  intended  by  tho  parties  horeti 
'>*  intention  is  disolosed  by  this  seotion  of  this  agi 
lorwiso  heroin.  But  nothing  horoin  contained 
bo  coustruod  as  giving,  to  the  said  North  Amei 
ly  any  right  to  luako  tho  aforesaid  domonutmtu 


13 

pany  may  terminate  its  obligation  to  make  tlio  foregoing 
payments  for  expenses  in  the  following  manner,  to  wit : 

(1)  As  regards  tlio  aforesaid  oxpensos  of  tlio  said  Edison 
to  bo  paid  by  the  North  American  Company  as  above  provided 
for  in  the  next  preceding  purugmph  hereof,  and  also  as 
rogards  the  monoy  to  be  furnished  by  tlio  said  North  Ainorioun 
Company  to  pay  for  practically  and  fully  demonstrating  on  a 
huge  sealo  the  commercial  oiliciouoy  and  economy  of  the 
improvements  and  inventions  made  by  the  said  Edison  as 
herein  provided  for,  and  more  particularly  sot  forth  in  the 
next  preceding  or  fifth  section  horeof,  it  is  agreed  that 
the  said  North  American  Company  may,  if  it  so  desire  (a), 
torminnto  its  obligation  to  make  any  furthor  payments  for  any 
of  the  purposes  of  this  agreement,  whenever  it  shall  have  paid 
undor  this  agreement  for  said  purposes,  or  any  of  them, 
amounts  aggregating  at  least  two  hundred  and  fifty  thousand 
dollnrs  (9250,000),  by  giving  at  lonst  three  mouths’  written 
notico  both  to  the  said  General  Company  and  to  the  said 
Edison,  of  its  desire  and  decision  so  to  terminate,  which  notice 
shall  bo  authorized  by  a  resolution  of  its  Board  of  Directors, 
and  shall  bo  irrevocable  on  the  purl  of  the  said  North  American’ 
Company,  or  (i)  if  it  shall  not  havo  terminated  its  said  obliga¬ 
tion,  ns  aforesnid,  it  may  terminate  its  said  obligation  whenover 
it  shall  have  paid  under  this  agreement  for  said  purposes, 
or  any  of  them,  amounts  aggregating  at  least  five  hundred 
thousand  dollars  (8500,000),  by  giving  at  least  three  months’ 
written  notice  in  manner  as  aforesaid,  authorized  by  its  Board 
of  Directors  mid  irrevocable,  also  ns  aforesaid. 

(2)  In  ease  tlio  said  North  American  Company  shall 
terminate  its  obligation,  as  aforesaid,  when  it  shall  have 
paid  at  least  $250,000  (but  less  than  $500,000),  it  shall 
nevertheless  be  entitlod  to  participate  to  the  extent  of 
0110-fifth  in  all  not  profits  or  other  beuofits  (other  than 
manufacturing  profits  ns  hereinafter  provided,  and  after 
deducting  tlio  payments  and  expenses  ns  provided  for 
in  the  first  clause  (1)  of  section  soveutli  hereof),  whether 
in  cash  or  kind,  received  by  und  remaining  with  the  said 
General  Company,  which  shall  directly  result  from  any 
system  of  electric  propulsion  and  locomotion  for  any  one 


or  other  benoiits),  si 
eeaso  mid  determine) 
implied  to  tho  conti 
however,  that  if  tho 
promptly  made  payn: 

S2S0.000,  or  §500,000, 
participato  in  benefits 

in  the  second  subdivision  of  this  tho  sixth  section  hereof,  and 
f  to  tho  oxtont  thoroin  provided,  but  subject  to  tho  right  oi 
said  General  Company  to  pay  bad:  the  expenditures  of 
said  North  American  Company  as  furthor  provided  for  in 
ise  (4)  of  the  said  subdivision. 

Fouiitii  :  Xu  the  event  of  tho  said  North  American 
epany  electing  not  to  make  furthor  payments  in  any 
ho  eases  above  provided  for  in  tho  second  subdivision 
liis  tho  sixth  section  hereof,  or  in  tho  event  of  the  said 
tk  American  Company  failing  for  any  reuson  wliut- 
'er  for  a  period  of  more  than  two  successive  calendar 
iths,  to  make  the  payments  called  for  by  tho  provisions 
lis  instrument,  thou  and  in  suoh  event,  or  in  tho  event  of 
ights  being  terminated  under  the  olovontli  section  hereof, 
said  Edison  and  the  said  Gouoral  Company  shall  bo  jointly 
to  make  such  arrangements,  either  between  themselves,  or 
i  other  parties,  as  they  (t.  e.  the  said  Edison  and  the  said 
ernl  Company)  may  mutually  agree  upon,  without  regard  to 
said  North  American  Comnauv.  save  and  oxennt  ns  rernirrls 


20 

whether  or  not  his  oxpouses  iis  above  provided  for  should  be 
charged  to  and  paid  by  the  said  North  American  Compnny,  it  is 
agreed  that  hoshnll  be  allowed  to  use  his  best  jiulgmentin  making 
such  charges,  noting  in  good  faith,  and  that  the  statement  shall 
be  paid,  and  that  in  case  it  afterwards  turns  out  that  the 
said  oxpensos  should  properly  have  been  charged  to  the  said 
General  Company  ns  provided  for  in  the  aforesaid  agreement 
“A"  made  between  that  Company  and  the  said  Edison,  the 
said  General  Company  shall  reimburse  the  said  North  American 
Compnny  at  such  times  and  to  such  an  extent  as  may  bo 
mutually  agreed  upon  between  those  two  oompnnies,  or,  in  the 
event  of  their  not  agreeing,  as  may  bo  determined  by  arbitra¬ 
tion  ns  provided  for  below  in  the  eleventh  seution  horeof. 

(4)  Tlie  said  Edison  shall  allow  the  said  North  American 
Compnny  and  its  authorized  agents  reasonable  opportunity  to 
examine  his  books  and  accounts  to  verify  any  statement  of  ex¬ 
penses  made  by  him  to  that  Compnny  as  above  provided  for. 
In  case  the  North  American  Company  pnys  to  the  said  Edison 
the  amount  of  any  erroneous  statement,  without  prior  verifica¬ 
tion,  or  in  case  any  error  is  discovered  in  any  statement  after 
pnyment  thereof,  the  same  shall  be  immediately  udjnsted  by 
requisite  payments  from  one  of  the  said  two  parties  to  the 
other,  nocording  to  the  facts  of  the  case,  provided  that  demand 
therefor  be  made  within  a  reasonable  time  after  enrol-  is  discov¬ 
ered,  and  that  demand  in  any  event  be  made  within  reasonable 
time,  it  being  intended  that  in  the  absence  of  fraud  or  bad 
faith,  the  North  American  Company  and  the  said  Edison  shall, 
after  the  lapse  of  a  reasonable  time,  and  in  any  event,  be  pre¬ 
cluded  except  by  mutual  consent  from  making  any  claim  upon 
each  other  for  revising  any  statement  in  question  or  readjusting 
tho  amount  paid  thereunder. 

(fl)  In  the  ovent  of  any  disagreement  arising  as  regards  any 
of  the  aforesaid  oxpenses  or  any  of  the  provisions  of  this  seotion, 
it  shall  be  left  to  arbitration  as  hereinafter  provided  for  in  tho 
eleventh  seotion  hereof,  and  inasmuch  ns  the  parties  hereto 
recognize  that  questions  as  to  experimental  expenses  may  arise, 
where  an  exact  determination  on  the  merits  may  be  extremely 
difficult,  the  arbitrators  shall  be  at  liberty  to  direct  any  com- 


‘21 

promise  us  to  expenses  in  disputed  euses  which  they,  or  u  ma¬ 
jority  of  thorn,  may  deem  oquitable. 


I  Seventh. 

Begurding  profits  or  other  benefits  to  bo  derived  by  the 
said  General  Company  from  or  in  connection  with  the  im¬ 
provements,  inventions  and  patents,  to  bo  acquired  by  it  here¬ 
under,  or  from  or  in  connection  with  the  granting  of  licenses, 
privileges  or  other  rights,  including  good-will,  relating  to  any 
or  all  of  the  aforesaid  improvements,  inventions  and  patents,  it 
is  agreed  as  follows  : 

(1)  As  regards  any  uud  ull  systems  of  electric  railways  us  in 
this  agreement  dofined,  and  all  and  any  completed  parts  thereof, 
and  all  improvements,  inventions,  patents,  nnd  all  rights 
relating  thereto,  which  the  said  General  Company  may  acquire 
or  be  entitled  to  acquire  under  and  pursuant  to  any  or  all  of 
the  provisions  of  this  instrument,  it  is  agreed  that  at  stated 
periods  as  hereinafter  provided  for,  all  net  profits,  or  othor 
benefits  or  advantage,  of  any  nnd  nil  kinds  whatsoever,  derived 
by  or  accruing  to  and  remaining  with  the  said  Genoral  Com¬ 
pany  from  or  on  account  of  the  aforesaid  systems,  improve¬ 
ments,  inventions,  patents,  nnd  all  rights  thereunder  (excepting 
the  manufacturing  profits  hereinafter  provided  for),  nnd  ufter 
deducting  all  payments  to  agents  and  other  proper  expenses 
of  sale  or  exploitation  howsoover  incurred  by  said  General 
Company  in  connection  with  the  aforesaid  systems  and  inven¬ 
tions,  together  with  a  fair  proportion  of  the  general  expenses  of 
the  General  Company  as  provided  for  below  in  this  clause, 
shall  bo  determined  and  stated  in  money  (or  in  kind  ns.provided 
for  below  in  the  next  clause  hereof),  and  that  thereupon  tho 
same  shall  bo  deemed  to  bolong  to,  and  shall  bo  distributed 
among,  the  parties  hereto,  in  the  following  proportions,  that  is 
to  say,  one-fifth  thereof  Bliall  be  paid  and  given  to  the  said 
Edison,  and  the  remaining  four-fifths  shall  bo  equally  divided 
between  the  said  General  Company  and  the  said  North  Ameri¬ 
can  Company  as  hereinbefore  provided  for,  provided  the  North 
American  Company  shall  not  have  theretofore  forfeited  or 
limited  its  right  thereto,  as  provided  for  above  in  the  sixth 


22 

section  hereof.  The  meaning  of  this  agreement,  and  more  par¬ 
ticularly  of  tins  elauso  thoreof.  is  declared  to  bo  that  unless 
forfeited  or  limited  us  nforesuid,  tho  right  of  the  North  Ameri¬ 
can  Company  to  participate  in  the  aforesaid  profits,  benefits  or 
advantages,  shall  begin  immediately  upon  the  execution  of  this 
instrument,  and  that  the  said  North  American  Company  shall, 
subject  to  the  terms  and  conditions  hereof,  as  regards  for¬ 
feiture  or  otherwise,  thoneofortli  bo  entitled  to  two-fifths  of  tho 
said  profits,  benefits  or  advantages,  as  in  this  subdivision  sot 
forth,  it  being  clearly  understood,  however,  that  in  ease  the  said 
North  American  Company  shall  elect  to  terminate  its  liability, 
as  hereinbefore  provided  in  clause  (1)  of  the  second  subdi¬ 
vision  of  tho  sixth  section  hereof,  thereafter,  that  is  to  say, 
after  tho  payment  of  the  smn  of  §250,000,  or  S500.000  as 
the  case  may  be,  as  therein  provided,  or  if  its  rights  here¬ 
under  shall  be  terminated  as  provided  in  the  third  subdi¬ 
vision  of  the  sixth  soutiou  hereof  after  payment  by  it  of 
§250,000,  or  §500,000,  it  shall  be  entitled  to  participate  in  the 
snid  net  profits,  bouofits  or  advantages,  only  to  tho  extent  set 
forth  in  clause  (2),  or  clause  (3),  as  tho  case  may  be,  of  the 
second  subdivision  of  the  said  sixth  sootion,  and  that  in  case 
the  snid  North  American  Company  shall  forfeit  its  rights  here¬ 
under  prior  to  tho  payment  of  §250,000  ns  hereinbefore 
provided  in  subdivision  third  of  the  sixtli  soction  hereof,  it  shall 
not  be  entitled  to  participate  ill  tho  said  net  profits,  benofits 
or  advantages  to  any  extent  whatsoever.  Regarding  the 
general  expenses  deductible  us  above  provided  for  in  this 
clause,  the  samo  shall  include  what  are  customarily  known 
as  general  expenses  as  well  as  the  expense  of  all  litigation 
connected  with  tho  patents,  improvements  and  inventions 
acquired  by  the  General  Company  under  this  agreement, 
but  shall  not  inclndo  the  expense  of  obtaining  patents 
(which  shall  be  borne  by  the  General  Company),  nor  in- 
cludo  experimental  and  demonstration  expenses,  ns  provided 
for  in  this  agreement  aud  more  particularly  in  the  fifth  and 
sixth  sections  hereof,  nil  of  which  are  to  be  borne  and  paid  by 
the  North  American  Company,  without  any  claim  against  tho 
said  General  Company  or  the  said  Edison  for  any  part  thereof. 

(2)  Inasmuch  as  the  aforesaid  profits  or  benofits  accruing  to  the 
said  General  Company  may  consist  of  something  besides  monoy, 


23 

that  is  to  say,  may  somotiinos  consist,  either  in  whole  or  in  part, 
of  shares  of  stock  or  bonds  or  other  securities,  it  is  agreed  that 
in  suoh  eases  the  aforesaid  proportions  shall  bo  paid  to  the  said 
Edison  and  tho  said  North  American  Company,  in  kind,  that 
is  to  say,  they  shall  bo  paid  thoir  respective  sharos  as 
aforesaid  in  stooks  or  bonds  or  other  securities  as  the  same 
may  have  been  received  by  the  said  General  Company,  and  in 
suoh  cases  tho  said  Edison  and  tho  said  North  American  Com¬ 
pany,  respectively,  shall  not  bo  entitled  to  payment  in  money, 
oither  in  whole  or  in  part  as  aforesaid,  as  the  caso  may  be, 
touching  the  said  specifio  transactions  ns  to  which,  and  to  the 
oxtont  to  which,  payment  is  mnde  in  kind,  as  aforesaid. 

(3)  The  aforesaid  determination  and  statement  of  profits  and 

other  benefits  shall  bo  mnde  annually  immediately  after  and 
within  thirty  days  from  tho  regular  annual  closing  of  the 
ncoounts  and  business  of  the  said  General  Company,  according 
to  tho  custom  usunlly  obtainable  with  it  or  with  like  organi¬ 
zations,  and  within  sixty  days  thereafter,  the  several  distribut¬ 
able  and  proportionate  shares  due  to  the  said  Edison  and  to 
the  said  North  American  Company,  as  aforesaid,  shall  (ns  re¬ 
gards  all  collections  or  receipts  of  any  kind  theretofore  made 
and  received  by  tho  General  Company)  be  paid  to  them,  sev¬ 
erally,  in  cash  or  kind,  ns  the  case  may  be,  by  the  said 
Gonernl  Company,  the  said  General  Company  retaining  and 
appropriating  to  its  own  use  its  own  share  ns  above 

provided  for ;  and  as  regards  all  collections  and  receipts 
of  any  kind,  thereafter  made  and  received  by  the  General  Com¬ 
pany  from  tho  business  of  such  previous  year,  the  same  shall, 
within  thirty  days  after  being  collected  and  received,  bo  paid 
in  cash  or  kind  ns  the  caso  may  be,  to  tho  said  Edison  and  to 
the  said  North  American  Company,  ns  aforesaid,  the  said  Gen¬ 
eral  Company  thereupon  retaining  and  appropriating  to 

its  own  use  its  own  share  ns  above  provided 

for.  In  computing  the  aforesaid  share  of  the  North 

.American  Company,  annual  losses  shall  be  deducted  from 
profits,  ns  provided  for  below  in  clause  (G)  of  this  section. 

(4)  Inasmuch  as  it  may  be  practicable  oither  in  consequence 
of  tho  payment  from  time  to  time  by  licensees  or  others  of  fixed 
and  stated  sums  of  money  for  the  privilege  of  using  the  ira- 


clause  (5)  of  tlie  ninth  section  hereof,  shall  bo  considered  as 
profit  distributable  as  aforesaid. 

(G)  Referring  to  the  aforesaid  0110-fifth  interest  of  tho  said 
Edison  in  profits  as  provided  for  above  in  olauso  (1)  of 
this  the  sovoutb  section  of  this  agreement,  and  referring  also  to 
his  one-fifth  interest  in  manufacturing  profits  as  provided  for 
above  in  the  next  preceding  clause  (5)  of  this  section,  it  is 
agreed  that  for  the  purpose  of  computing  tho  aforesaid  one- 
fifth  iutorost  of  tho  said  Edison  in  tho  said  two  kinds  of  possible 
profits,  they  shall  ns  regards  each  year,  bo  taken  together,  and 
the  amount  to  which  ho  shall  be  entitled  horeuudor  shall  be  a 
one-fifth  intorost  in  tho  said  aggregate.  As  regards  the  said 
two  classes  of  possiblo  profits  in  any  particular  year,  if  one 
class  show  a  loss  and  the  other  class  show  a  profit,  the  loss 
shall  be  deducted  from  tho  profit  in  determining  the  aforesuid 
one-fifth  interest  to  the  said  Edison.  If  both  olusses,  or  the 
aggregate  of  both  classes,  show  a  loss  in  any  particular  year, 
the  said  Edison  shall  not  bo  entitled  to  any  payment  whatever 
on  account  of  profits  touching  the  said  year,  but  ho  shall  nob 
otherwise  bo  charged  with,  nor  shall  ho  in  any  event  bo  liable 
for  nny  sliaro  of  the  said  loss  of  such  year,  either  in  tho  par¬ 
ticular  year  in  question  or  in  nny  other  year  or  years,  or 
otherwise.  In  other  words,  in  the  accounting  with  tho  said 
Edison,  the  result  of  each  year  shall  stand  by  itself,  without 
regard  to  tho  result  of  any  previous  or  subsequent  year  or  years ; 


inventions  or  improvement*,  which  request  the  General  Com¬ 
pany  may  in  its  discretion  grant ;  but  if  the  Gouoral  Company 
shall  nevertheless  continue  carrying  on  business  touohing  the 
same,  no  subsequent  loss  thereon  shall  be  counted  in  estimating 
the  amount  of  profits  to  which  said  Edison  shall  ho  entitled 
under  any  of  the  provisions  hereof. 

The  said  Edison  and  the  said  North  American  Company  and 
his  and  their  agents  shall  have  reasonable  opportunity  to  ex¬ 
amine  tho  books  and  nocounts  of  the  said  General  Company 
for  the  purpose  of  ascertaining  tho  aforesaid  profits  and  of 
verifying  any  and  all  statements  and  payments  mndo  to  him 
or  it  by  tho  said  Gonoral  Company  in  that  regard.  Any 
questions  arising  out  of  this  section,  shall  bo  loft  to  arbitration 
as  provided  for  below  in  the  eleventh  Bectiou  horeof. 

(7)  As  regards  all  profits,  benefits  or  advantages  of  any 
kind,  accruing  to  the  said  Edison  and  the  said  North  American 
Company,  jointly  or  severally,  under  this  section  of  this  agree¬ 
ment  or  olsewhoro  herein,  it  is  agreed  that  tho  Gonoral  Com¬ 
pany  shall  have  the  right,  on  or  after  October  1st,  1910,  at 
its  discretion,  to  terminate  the  rights  of  the  said  parties,  or 
oithor  of  them,  either  in  whole  or  in  purt,  ns  it  may  prefer, 
to  participate  in  profits,  benefits  or  advantages  as  aforesaid, 
upon  paying  to  them  or  either  of  them,  as  the  case  may  bo, 
such  a  sum  of  money  as  may  be  mutually  agreed  upon  by  the 
the  said  General  Company  and  the  other  party  or  parties  here¬ 
to  whoso  rights  are  so  terminated.  In  the  event  of  n  failure  to 
agree  as  to  tho  amount  or  amounts  to  be  paid  as  afore¬ 
said,  the  fixing  of  tho  same  shall  bo  left  to  arbitration 
by  the  interested  parties,  as  provided  for  in  the  eleventh 
section  horeof,  and  in  discharging  their  duty  the  arbi¬ 
trators  shall  take  into  consideration  all  tho  circumstanoes  of 
the  case,  past  and  prospective,  and  especially  the  advantage  of 
tho  prosont  payment  of  a  round  sum  in  cash  ns  compared  with 
the  risk  aud  uncertainty  of  future  profits.  The  respective  pav-rh 
tios  hereto  shall  execute  such  receipts,  releases  under  seal,  or 
other  documents  intended  to  give  effect  to  the  result  of  the 
arbitration,  as  the  said  arbitrators  may  direct.  This  clause, 
howover,  shall  not  bo  construed  ns  abridging  in  any  way  the 
rights  of  tho  Goneral  Company  under  clause  (4)  of  the  second 
subdivision  of  the  sixth  section  hereof. 


27 

(8)  It  is  distinctly  understood  and  agreed  that  nothing 
herein  contained  which  provides  for  a  division  of  profits  between 
the  said  General  Company,  tlio  said  North  American  Company 
aiid  the  said  Edison,  or  between  the  said  General  Company 
and  oithor  one  of  the  said  other  two  parties,  shall  operate  to 
make  them  or  oithor  of  them  copartners  with  tho  said  Gonor"l 
Company  and  responsible  for  any  of  its  dobts  or  obligations 
whatsoever,  it  being  intended  that  no  copartnership  nor  joint 
liability  of  any  description  shall  be  created  by  this  instrument 
or  in  conscquonco  thereof,  whethor  in  law  or  in  equity,  save  and 
except  as  specifically  provided  for  herein. 


Ewimi. 

It  is  agreed  ns  follows  regarding  tho  exclusive  management 
of  its  own  businoss  to  bo  rotniuod  by  tho  General  Company, 
and  regarding  tho  grouting  of  licenses  (and  tho  prices  therefor) 
to  tho  North  Amoricnn  Company  and  its  assigns : 

(1)  Nothing  in  this  agreement  contained  or  provided  for  shall 
be  construed  ns  abridging,  or  as  intending  to  abridge  in  any 
way,  tho  control  by  the  Gonornl  Company  over  tho  manage¬ 
ment  of  tho  parts  of  its  businoss  which  are  made  or  embraced 
in  the  subject  matter  of  this  agreement,  or  over  the  manu¬ 
facture  and  sale  of  the  nrticlos  embraced  herein  or  made  tho 
subject  matter  hereof,  or  the  prices  to  bo  fixed  and  charged 
therefor  (except  ns  regards  the  manufacturing  or  shop  prices 
and  licenses  provided  for  below  in  tho  ninth  section  hereof,  as 
to  dealings  with  the  said  North  American  Company,  and  then 
only  iu  the  manner  and  to  tho  extent  therein  provided  for),  or 
over  the  granting  of  licenses  to  operate  under  tho  improvements 
and  inventions  aforesaid  and  tho  charges  or  profits  to  bo 
derived  as  compensation  therefor,  or  in  any  other  respect  what¬ 
soever,  it  being  understood  that  suoli  control  (except  ns  to  shop 
prices,  and  as  to  licenses  in  dealings  with  the  North  American 
Company,  and  then  only  in  such  manner  and  to  sueli  extont  ns 
in  this  agreement  provided  for),  shall  in  all  respects  be  absolute 
and  complete,  and  with  the  same  force  and  effect  as  if  this 
agreement  were  a  simple  agreement  made  by  and  botweon  tho 
said  Edison  nud  the  said  Genoral  Company,  binding  him  to 


by  it  performed,  mid  subject  to  nil  the  other  conditions  of  this 
agreement  the  General  Company  lioroby  agrees  that  it  will  at  all 
times  grant  Iieonsos  to  tlio  snid  North  American  Company,  or  its 
assigns,  for  the  said  oloetrie  system  covered  by  this  agreement, 
lmt  only  in  territory  iu  which  the  North  American  Company  may 
huvo  adequately  arranged  for  the  use  of  the  improvements  and 
inventions  covered  by  this  agreement  (provided  that  tho  General 
Company  shall  not  have  previously  granted  any  exclusive  license 
or  Iieonsos  for  tho  use  of  said  system  in  said  territory,  or  any  part 
thereof,  or  shall  not  have  negotiations  pending  in  respect  to  a 
lioonsu  for  such  territory,  which  it  cannot  in  good  faith  than 
abandon),  and  will  soil  tho  necessary  apparatus  to  the  said  North 
American  Company  for  its  own  uso  in  suoh  territory,  and  to 
sneli  licensees  for  like  use  by  thorn,  at  “  shop  prices  ”  ns  do- 
fined  bolow  in  tho  ninth  section  hereof,  and  more  particularly 
iu  clause  (fi)  of  said  section,  or  at  such  lower  pricos  as 
may  be  mutually  agreed  upon  from  time  to  time  by  and  between 
tho  General  Company  and  tho  North  American  Company.  In 
case  tho  General  Company  should  refuse  to  grant  a  license  to 
the  said  North  American  Company  or  its  assigns  because  of 
alleged  ponding  negotiations  which  it  cannot  in  good  faith 
then  abandon,  and  in  case  said  North  American  Company 
should  deem  said  refusal  to  bo  for  insufficient  causo  within  tho 
moaning  hereof  and  that  said  pending  negotiations  can  in  good 
fnith  be  abandoned  by  the  General  Company,  the  question 
shall  bo  referred  to  arbitration  as  hereinafter  provided. 

(8)  It  is  agreed  that  in  all  the  aforesaid  transactions  with 
the  North  American  Compnny  or  its  assigns,  the  said  General 
Company  shall  havo  tho  sole  and  exclusive  right  to  fix 
the  price  or  other  charge,  whether  in  the  nature  of  wlint  is 
commonly  known  ns  a  royalty  oliarge,  or  license  charge 
(wliethor  original  or  continuous),  or  otherwise,  to  be  borne 
and  paid  by  each  and  every  licensee  or  usor  of  any  and 
all  improvements  and  inventions  covered  by  this  instrument, 
wliethor  patented  or  not,  and  shall  also  have  tho  sole  and  ex¬ 
clusive  conduct  and  control  of  nil  business  deulings  and  transac¬ 
tions  with  such  licensees  or  nsors,  appertaining  to  and  growing 
out  of  suoh  license  or  uso  ;  and  nothing  herein  contained  shall 
authorize  tho  said  North  American  Company,  either  ns  just  above 
provided  for,  or  otherwise,  to  carry  on  the  business,  either 


itsolf  or  through  agonts  or  employees,  of  milking  sales  of 
the  elootrie  railway  systems  and  apparatus,  or  any  parts  tlioroof, 
covered  by  this  instrument,  it  being  intended,  for  tho  purpose 
of  avoiding  any  confliot  between  tire  said  North  American  Com¬ 
pany  or  its  agents  and  tire  soiling  department  of  tho  said 
General  Company,  that  tho  entire  business  of  soliciting  orders 
and  of  making  sales  touching  tho  systems,  apparatus,  inventions 
and  improvements  covered  by  this  instrument,  shall  belong 
oxelusivoly  to  tho  said  General  Company. 

(4)  Regarding,  however,  all  transactions  which  tho  said 
General  Company  may  have  with  tho  said  Nortli  American 
Company  or  its  assigns,  and  which  involve  the  fixing  by  tho 
General  Company  of  tho  royalty  or  license  price  or  other 
charge  in  addition  to  manufacturing  profits,  mentioned 
above  in  the  next  preceding  clause  of  this  section,  it  is 
agreed  that  in  case  tho  aforesaid  license  price  or  oluirgo  which 
may  bo  oxaotod  by  the  General  Company  from  the  said  Nortli 
American  Company  or  its  assigns,  is  deemed  by  the  said  North 
American  Company  to  be  unreasonably  large  or  burdensome, 
or  low  and  inadequate,  the  question  of  the  fairness  or 
reasonableness  of  the  said  license  price  or  olmrge  shall  be 
referred  to  arbitrators  (prior  in  each  caso  to  tho  granting  of  the 
necessary  license  by  the  General  Company  for  tho  installation 
in  question,  or  the  making  of  the  necessary  contract  by  tho 
General  Company  with  the  licensee  in  question,  and  upon  the 
written  request  of  the  North  American  Company  made  to  tho 
General  Company  prior  to  tho  aforesaid  Hcoubo  or  contract  ns 
tho  case  may'  bo)  ns  provided  for  below  in  the  eleventh  section 
hereof,  and  the  said  arbitrators  shall  have  the  power  either  to 
ratify  tile  said  license  price  or  charge  as  fixed  by  tho  General 
Company,  or  to  increase  or  diminish  it  to  such  extent  ns  mny 
seem  just  to  them,  or  to  a  majority  of  them,  in  view  of  all  tho 
facts  of  the  case,  and  especially  in  view  of  the  license  prices  or 
charges  which  the  General  Company  shall  then  bo  obtaining, 
or  able  to  obtain,  from  other  licensees  of  like  character.  This 
right  to  demand  arbitration,  however,  shall  not  bo  retroactive, 
that  is  to  say  it  shall  not  apply  to  any  contract  theretofore 
made,  or  to  tho  terms  thereof,  nor  shall  it  apply  to  the  terms  of 
auy  subsequent  license  under  such  prior  contract. 


(5)  It  is  agreed  that  nothing  horoin  contained  shall  give  either 
the  General  Company  or  tho  said  Edison  any  right  to  parti¬ 
cipate  in  any  arrangements  of  a  striotly  banking  or  financiering 
naturo,  niado  by  tho  said  North  Amoricnu  Company  for  tho  pro¬ 
motion  of  the  aforosnid  business,  and  nocossary  or  expedient 
for  the  said  promotion  j  but  both  tho  General  Company  and 
tho  said  Edison  shall  be  ontitled  to  full  knowledge  of  such  ar¬ 
rangements,  und  they  shall  bo  duly  cousidorod,  so  far  as  they 
may  enter  into  or  affect,  or  aro  liable  to  afl'eot,  tho  value  of 
any  bonds  or  stool:  or  other  securities  aooruiug  to  tho  General 
Company  for  lioonses  or  othorwiso. 

Ninth, 

As  regards  the  manufacture  of  the  aforesaid  improvements 
and  inventions,  and  as  regards  tho  determination  of  cost,  and 
tho  fixing  of  what  is  known  as  11  shop  prices, "  it  is  agreed  as 
follows,  that  is  to  suj’ : 

(1)  Tho  said  General  Company  and  its  assigns  shall  have 
and  possess,  subject  to  this  agreement,  the  solo  and  exclusive 
right  and  license  in  tho  United  States  and  the  Dominion  of 
Cimada,  and  for  use  in  those  countries  and  not  elsewhere,  to 
manufacture  all  of  the  inventions  and  improvements  covered 
by  this  instrument. 

(2)  The  said  Edison  hereby  reserves  to  himself  and  his  as- 
sigus  (with  tho  consent  of  tho  said  General  Company  and  the 
Baid  North  Amoricau  Company  hereby  given),  the  solo  and  ex¬ 
clusive  right  to  manufacture  within  tho  United  States  of 
America  and  tho  Dominion  of  Canada,  for  oxport  to  countries 
other  thnn  thoso,  but  not  for  use  in  either  of  thoso  countries, 
all  of  the  inventions  and  improvements  covered  by  this  instru¬ 
ment,  and  ho  hereby  agrees  that  ho  will  use  his  best  endeavors 
by  agreement  or  by  the  use  of  marks  and  stamps  or  by  other 
reasonable  means,  to  prevent  anything  manufactured  by  him  or 
his  assigns  undor  this  reservation,  from  being  sold  or  used  in  tho 
United  States  or  the  Dominion  of  Canada. 

(3)  The  said  General  Company  agrees  that  it  will  not  man¬ 
ufacture  any  of  the  aforesaid  improvements  or  inventions 
which  it  is  hereby  licensed  to  mauufaoturo,  for  export  to  foreign 


82 

countries,  without  the  writton  consent  of  the  said  Edison  or  his 
assigns.  But  nothing  herein  contninod  bIiiiII  prevent  the  said 
General  Company  from  manufacturing,  and  it  is  agreed  that 
tl>o  said  Company  shall  lrnvo  the  right  (subjoot  to  this  agree¬ 
ment)  to  manufacture,  the  aforesaid  improvements  and  inven¬ 
tions  in  tlie  United  States  for  export  to  Canada,  or  in  Cnnada 
for  export  to  the  Unitod  States.  Tho  said  General  Company 
liorohy  further  agroos  for  itself  and  for  its  licensees  and  assigns, 
to  uso  its  best  endeavors  oitlier  by  agreement  or  by  tho  use  of 
marks  and  stamps  or  by  other  reasonable  moans,  to  provont  any 
articles  manufactured  by  it  as  above  provided  for  from  being 
exported  except  as  between  tho  United  States  or  tho  Dominion 
of  Cannda,  as  aforesaid. 

(4)  Tlie  said  General  Company  agroos  to  seek  to  develops 
the  use  of  the  aforesaid  improvements  and  inventions,  and  to 
keep  its  manufacturing  establishment  fully  up  to  tho  regular 
demand  therefor  (save  and  oxoept  in  caso  of  strikes,  unusual 
orders  or  other  unforeseen  or  temporary  causes),  and  should 
the  said  General  Company  make  any  default  therein  (saving  and 
excepting  ns  above  stated),  and  should  such  default  continue  for 
six  months  after  written  complaint  served  by  either  of  the  other 
two  parties  to  this  ngroomont  on  the  General  Company,  tho 
question  of  how  a  further  continuance  of  such  default  shall 
reasonably  be  provided  against,  shall  be  loft  to  arbitration  as 
hereinafter  provided  for. 

(6)  The  said  Edison  and  the  said  North  American  Company 
shall  severally  be  supplied  by  tho  said  General  Company  with 
annual  statements  at  the  end  of  onoli  fiscal  year  showing 
in  detail  tlie  cost  to  it  of  manufacturing  tho  improvements 
and  inventions  covered  by  this  agreement.  It  is  further 
agreed,  for  tho  purpose  of  ascertaining  tho  manufacturing 
profits  in  which  tho  said  Edison  is  to  participate  ns 
provided  for  above  in  clause  (6)  of  tho  seventh  sec¬ 
tion  hereof,  and  also  for  the  purpose  of  fixing  “shop 
prices,”  that  tho  said  cost  shall  include  mid  be  restricted  to  (a) 
cost  of  labor,  materiul  and  genornl  expenses  (and  tho  said  gen¬ 
eral  expenses  shall  be  averaged  ovor  tlie  entire  output  of  tho 
factory  or  factories  in  question  for  tho  year,  and  shall  in¬ 
clude  five  por  centum  of  tho  said  aggregate  cost  of  labor  and 
material  for  depreciation  of  plant),  and  (!>)  uuy  royalties 


against  the  North  Amorioan  Company  or  its  duly  licensed  as¬ 
signs)  in  the  deficiency  (if  any)  of  one  yonr  to  bo  recovered 
by  means  of  increasing  prices  ns  aforesaid,  ns  to  subsequent 
years,  unless  n  like  reduction  in  “shop  prices"  shall  have 
been  made  to  the  North  American  Company  and  its  duly 
licouscd  assigns. 

(8)  If  it  bo  found  that  in  any  year  the  prices  realised  by  the 
Gonoral  Company  for  manufacturing,  ns  above  provided  for,  in 
such  year,  shall  have  yielded  over  twenty  per  centum  profit  ns 
aforesaid,  the  said  "  shop  prices  "  shall  thereafter  bo  reduced 
until  the  excess  of  suoli  year  is  absorbed  and  until  only  an 
average  of  twenty  per'  centum  profit  is  thereafter  ronlized 
annually,  and  the  North  Amorioan  Company  or  the  said  Edison 
may  at  any  time,  if  not  satisfied  as  to  the  performance  of  this 
provision  by  the  General  Company,  require  the  submission  of 
this  question  to  arbitration  as  in  the  eleventh  seotion  hereof 
provided. 

(9)  The  said  Gonoral  Company  shall  have  no  power  to 
grant  any  rights  to  manufacture,  and  it  shall  always  use  reason¬ 
able  efforts  in  good  faith  to  prevent  others  from  manufacturing, 
any  of  the  improvements  and  inventions  covered  by  this  agree¬ 
ment,  unless  such  rights  are  granted  and  suoli  manufacturing 
bo  done,  subjeot  to  the  terms  and  conditions  hereof,  and  more 
particularly  to  the  provisions  hereof  regarding  “shop  prices," 
manufacturing  profits,  and  the  one-fifth  interest  of  the  said 
Edison  in  all  manufacturing  profits  as  herein  provided  for. 


Textii. 

The  parties  hereto  furthor  agree  us  follows : 

-  (1)  The  North  American  Company  agrees  that  subject  to  the 

provisions  of  tho  foregoing  or  ninth  section  hereof  and  to  tho 
other  provisions  of  this  instrument,  it  will  use  exclusively 
tho  systom  of  olectric  railways  provided  for  and  covered  by  this 
agreement,  and  will  not  purchase,  contract  for  or  become 
directly  or  indirectly  interested  in  any  competing  or  con¬ 
flicting  system  of  electric  railways,  including  all  parts  and 
appliances  thereof  ombrncod  in  and  covered  by  any  of  the  pro¬ 
visions  of  this  agreement,  to  the  end  thnt  the  said  North  Amer- 


85 

ioim  Company  shall  bu  bound  in  good  faith  to  use  exclusively 
the  Edisou  syatom  of  elootrio  railways,  provided  for  herein 
and  moro  fully  defined  above  in  tho  first  section  of  this 
instrument.  If,  however,  this  provision  should  at  any  time 
be  deemed  burdousome  by  the  said  North  American  Company, 
in  consequence  of  tho  failure  of  tho  said  Edisou  to  pro¬ 
vide  a  commercially  successful  railway  system  as  herein 
provided  for,  within  a  reusonablo  tiino,  tho  said  North 
American  Company  shall  bo  allowed  meantimo  (unless 
the  General  Compauy  is  able  to  supply  the  roasonablo 
requirements  of  tho  North  American  Company  by  or  from  othor 
systems  then  operated  or  controlled  by  the  said  Gonoral  Com¬ 
pany)  to  uso  any  other  electric  railway  systems,  or  tho  parts 
thereof  which  said  General  Company  cannot  otherwise  supply, 
until  tho  General  Company  is  nblo  to  supply  tho  reasonable  re¬ 
quirements  of  tho  North  American  Company  ;  and  in  case  a 
dispute  liorouuder  between  the  General  Company  and  the 
North  American  Company,  it  shall  bo  loft  to  arbitration  os 
provided  for  below  in  tho  next  section  hereof. 

(2)  Referring  to  the  provision  contained  in  the  second  sec¬ 
tion  horeof  to  the  offoct  that  the  said  Edison  shall  assign  to  the 
said  General  Company  any  and  all  of  the  aforesaid  improvements 
and  inventions  made  by  him  prior  to  the  first  day  of  October, 
1895,  the  said  Edison  agrees  that  if  this  agreement  shall  not 
have  been  terminated  before  October  1st,  1895,  ho  will  not 
(thoretoforo  or  thereafter)  ontor  into  any  contract  with  any 
other  party  or  parties  to  assign  to  them  any  inventions  or  im¬ 
provements  relating  to  electric  railways  ns  hereinbefore  defined, 
which  he  may  make  within  five  years  thereafter,  that  is  to  say 
between  October  1, 1895,  and  October  1,  1900,  without  first 
giving  the  said  General  Company  the  right  to  acquire  them  on 
torms  not  more  onerous  than  those  to  be  exacted  from  such 
other  party  or  parties,  the  said  Edison  hereby  agreeing  to  give 
the  General  Company  notice  in  writing  of  any  proposed  new 
contract  ns  to  any  suid  invention  or  improvement,  and  the  Gen¬ 
eral  Company  to  have  30  days  after  such  notice  (which  in  no 
case  shall  be  given  prior  to  October  1st,  1895)  in  which  to  agree 
to  make  a  new  coutraot  with  said  Edison  in  respect  thereto,  as 
herein  provided. 


amicably  adjusted,  fclio  same  shall  bo  dotorminod  by  arbitration, 
it  is  agreed  that  whenever  it  slmll  1)0  found  that  this  ngroomont 
has  not  made  adoquate  provision  for  tho  rights  and  obligations 
of  any  party  lioreto  tonohing  any  and  all  questions  arising  out 
of  tho  gonoral  subject  matter  covorod  Iioreby,  and  whenever  any 
question  or  disagreement  arises  out  of  any  of  tho  provisions 
herein  sot  forth,  tho  same  shall  in  all  cases  be  left  to  arbitration 
in  the  usual  manner,  that  is  to  say,  eaoh  party  nffootod  shall 
select  one  arbitrator,  the  arbitrators  so  selected,  if  two,  shall 
select  a  third,  or  if  tlireo  in  tho  first  instance,  shall  select  a 
fourth  and  a  fifth,  and  tho  decision  of  all  of  tho  said  arbitrators, 
or  of  a  majority  of  them,  shall  bo  final  and  binding. 

Tho  said  arbitrators  shall  aot  with  all  reasonable  dispatoh, 
and  shall  have  jurisdiction  to  render  awards  in  the  nature  of 
Judgments  for  sums  of  money,  and  of  speoifio  performance,  as 
well  as  awards  interpreting  or  construing  tho  provisions  of  this 
agreement;  and  in  uddition  to  their  foregoing  powers  ns  well  os 
to  all  othor  powers  or  remedies  existing  at  law  or  in  equity 
which  the  said  arbitrators  may  enforce,  the  following  remedies 
are  horoby  expressly  provided  for,  to  wit : 

(1)  Should  the  said  Edisou  refuse  or  nogloet  to  perform  any 
of  the  obligations  heroin  by  him  assumod  and  agreed  to  in  rela¬ 
tion  to  arbitration,  or  to  perform  and  abide  by  any  award  duly 
rendered  therein,  the  General  Company  and  the  North  Ameri¬ 
can  Company,  jointly  or  severally,  shall  have  the  right,  at  its  or 
their  option,  to  terminate  this  agreement  forthwith  (either  in 
into,  or,  if  it  or  they  so  desires  or  desire,  reserving  its  or  their 
right  to  continue  tho  enjoyment  of  any  or  all  of  its  or 
their  rights  whether  connected  with  the  improvements,  in¬ 
ventions  or  patents  theretofore  acquired  hereunder,  or  thore- 
aftor  to  be  acquired  hereunder,  by  continuing  their  respective 
stipulated  payments  to  the  said  Edison  in  rospeot  thereto),  as 
of  the  date  of  such  refusal  or  neglect,  by  a  notice  in  writing  to 
said  Edison  stating  the  reasons  therefor;  and  in  addition 
hereto,  to  toko  such  remedies  at  law,  or  in  equity,  as  it  or  tlioy 
may  deem  best. 

(2)  Should  the  said  General  Company  refuse  or  neglect  to 
perform  any  of  tire  obligations  heroin  by  it  assumod  and  agreed 


to  in  relation  to  arbitration,  or  to  perform  ami  abide  by  any 
award  duly  rondorod  therein,  the  North  Amorioun  Company 
and  tlio  said  Edison,  jointly  or  soverallv,  shall  have  tho  right, 
at  his  or  tlioir  option,  to  torinumto  this  agreomont  forthwith 
(oithor  in  toto,  or  so  fur  ns  tho  North  American  Company  is 
concerned,  itsolf,  if  it  so  dosiros,  rosorving  its  right  to  continue 
its  enjoyment  of  any  or  all  of  its  rights  lioroiuidor,  hy  continu¬ 
ing  its  the  stipulated  payments  to  tho  said  Edison  hereunder, 
the  said  Edison  hereby  covenanting  that  the  same  shall 
ho  binding  on  him),  as  of  tho  date  of  suoli  refusal 
or  neglect,  by  a  notice  in  writing  to  tlio  said  General  Com¬ 
pany  stating  tho  reasons  therefor ;  and  in  addition  thereto,  to 
take  such  remedies  at  law,  or  in  equity,  as  ho  or  they  may 
deem  best. 

(3)  Should  tho  said  North  American  Company  refuse  or 
negleot  to  perform  any  of  tho  obligations  heroin  by  it  assumed 
lind  ngreod  to  in  rolation  to  arbitration,  or  to  perform  and 
abide  by  any  award  duly  rondorod  therein,  the  General  Com¬ 
pany  and  the  said  Edison,  jointly  or  severally,  shall  have  tho 
right,  at  his  or  their  option,  to  terminate  this  agreomont  forth¬ 
with  (oithor  in  into,  or  so  fur  ns  tho  General  Company  is  con¬ 
cerned,  itsolf,  if  it  so  desires,  rosorving  its  right  to  continue 
its  enjoyment  of  any  or  all  of  its  rights  hereunder,  by  continu¬ 
ing  its  stipulated  payments  to  the  said  Edison  hereunder, 
the  said  Edison  hereby  covenanting  that  tlio  samo  shall 
bo  binding  on  him),  ns  of  the  date  of  such  refusal  or  neglect,  by 
a  notice  in  writing  to  tho  said  North  American  Company  stating 
the  reasons  thorofor ;  and  in  addition  thereto,  to  tuko  such 
remedies  at  law,  or  in  equity,  ns  he  or  they  may  doom  best. 

Twelfth. 

This  agreomont  shall  bind  and  enure  to  the  benefit  of  the 
said  Edison,  his  heirs,  oxooutors.  administrators  and  assigns, 
and  shall  also  bind  and  enure  to  tlio  benefit  of  tho  said  Gen- 
ornl  Company,  and  tho  said  North  American  Company,  re¬ 
spectively,  and  their  respective  successors  and  assigns. 

In  witness  wheiieof,  tho  said  Edison  General  Electric 
Company  and  the  said  The  North  American  Company  have 


irouuto  duly  authorized,  and  tlio  said  Edison  has  lierounto 
;  his  hand  and  seal,  at  the  City  of  New  York,  as  of  tlie  day  and 
ir  first  above  named,  this  agreement  being  for  convenience 
nultaneously  executed  in  three  like  parts.  , 


A  G  R  E  E  M  E  N  T  made  the  31st  day  of  December, 
1890,  by  and  between  THE  EDISON  ORE  MILLING  COMPANY,  LIM¬ 
ITED,  a  corporation  organized  under  the  laws  of  the  State 
of  Hew  York,  of  the  first  part,  and  the  NEW  JERSEY  AND 
PENNSYLVANIA  CONCENTRATING  WORKS ,  a  corporation  organized 
under  the  laws  of  the  State  of  New  Jersey,  of  the  second 
part. 


WHEREAS,  the  parties  hereto,  entered  in  a 
certain  agreement  dated  the  18th  day  of  November,  1889, 
whereby  the  party  of  the  first  part  licensed  the  party  of 
the  second  part  to  use  within  the  States  of  New  Jersey  and 
Pennsylvania  the  improvements  and  inventions  for  separating 
iron  ores,  covered  by  certain  patents  owned  and  controlled 
by  said  party  of  the  first  part,  which  patents  are  more 
parti cularly  specified  in  the  aforesaid  agroement ,  to  which 
reference  is  hereby  made;  and 

V/  H  E  R  E  A  S,  in  consideration  of  such  license, 
the  party  of  the  second  part  agreed  to  pay  certain  royal¬ 
ties  to  the  party  of  the  first  part,  namely,  the  sum  of 
15  cents  per  ton,  railway  weight  ,  on  each  and  every  ton  of 
concentrate  separated  by  the  second  party,  the  amount  of 
such  royalties  for  the  year  ending  December  31,  1890, 
to  be  paid  by  the  said  second  party,  being  agreed  upon  at 
the  certain  guaranteed  sum  of,  at  least,  $2,000.;  and 


WHEREAS,  the  party  of  the  second  part  has 
been  delayed,  for  various  reasons,  in  completing  its  pro¬ 
posed  works  ,  wherein  the  said  patented  devices  were  to  he 
used,  and  has  consequently  been  unable  to  make  that  use  of 
said  inventions  which  was  contemplated  when  the  amount  of 
royalties  for  the  first  year  was  fixed  upon;  and 

WHEREAS,  the  party  of  the  second  part  de¬ 
sires  to  obtain  from  the  party  of  the  first  part  an  exten¬ 
sion  of  time  within  which  to  pay  the  amount  of  said  first 
year's  royalties,  (namely,  the  stun  of  §2,000.),  and  as  a 
consideration  therefor  is  willing  to  increase  the  rate  of 
future  royalty  payable  under  said  agreement  to,  at  least', 

25  cents,  instead  of  10  cents,  for  each  and  every  ton  of 
concentrate  which  shall  bo  separated  as  aforesaid,  either 
by  the  said  party  of  the  second  part,  or  its  sub-licensees. 

Nov/,  THEREFORE,  this  agreement 
Wi  tnes  s  e  th,  that  in  consideration  of  the  prem¬ 
ises  and  in  further  consideration  of  the  sun  of  One  dol¬ 
lar  in  hand  paid  by  each  of  the  parties  hereto  to  the  oth¬ 
er,  it  is  agreed  as  follows! 

FIRST:  The  said  party  of  the  first  par.t  here¬ 

by  grants  to  the  party  of  the  second  part  an  extension  of 
time,  namely,  until  and  including  the  51st  day  of  December, 
1891,  within  which  to  pay  to  it,  the  said  party  of  the 
first  part,  the  sum  of  Two  thousand  dollars ,  the  same  being 


(2) 


the  amount  now  and  hereby  stated  and  agreed  upon  as  due  and 
ov/ing  by  the  party  of  the  second  part  to  the  party  of  the 
first  part  for  all  royalties  up  to  and  including  the  31st 
day  of  December,  1S90,  as  provided  for  in  said  agreement  of 
November  18,  1889. 

SECOND:  The  said  agreement  of  November  18, 

1889,  is  hereby  amended  in  the  following  respects,  namely, 
that  the  amount  of  royalty  therein  provided  for  be  clanged 
from  fifteen  (15)  cents  to  twenty-five  (25)  cents  per  ton 
of  c  one  situate  separated;  and  the  said  party  of  the  second 
part  hereby  agrees  that,  from  and  including  the  first  day 
of  January,  1891',  it  will  pay  to  the  party  of  the  first 
part  the  royalties  as  provided  for  in  said  agreement  of 
November  18,  1889,  but  at  the  rate  of  twenty -five  cents  per 
ton,  railway  weight,  on  each  and  every  ton  of  concentrate 
separated  by  the  second  party,  and  at  the  rate  of  at  least  i 
twenty-five  (25)  cents  per  ton,  railway  weight,  on  each 
and  every  ton  of  concentrate  separated  by  the  sub-licensees  \ 
of  the  party  of  the  second  part,  instead  of  at  the  rate  of  j 
fifteen  (15)  cents  per  ton,  provided  for  by  said  agreement  j 
of  November  18,  1889;  it  being  hereby  understood  and 
agreed  that  in  all  other  respects  (save  and  except  as  above  j 
provided  for)  the  said  agreement  of  November  18,  1889, 
shall  be  valid  and  binding  upon  the  parties  hereto,  in¬ 
cluding  the  minimum  yearly  amounts  of  royalties  payable 
by  said  party  of  the  second  part,  which  are  provided  for 


(3) 


HARRY  F.  MILLER  FILE 


1891 


fyu^fxiu U- 


^  l+,/8Cjl 


^ 

Qsujljj.  '.'d^A»y.i4^{. 
“A-^Or  §»£s^  C 


3 


New  York  City,  April  4th,  X89I. 


To 

S.B. Eaton  and  Daniel  Lord,  Jr., 

Referring  to  the  tripartite  Trust  Agree¬ 
ment,  betv/een  ourselves  and  the  Central  Trdst  ■;  Company of 
New  York,  heretofore  executed  by  us  but  not  by  the  sai-d 
Trust  Company,  dated  April  16,  1890,  the  said  agreement  ' 
providing  for  depositing  certain  stock  certificates  of 
the  Edison  United  Phonograph  Company  with  the  said  ] 
Trust  Company,  we  have  decided  to  do  away .with  the- said  I 
agreement.  Mr.  Lord  is  therefore  hereby  requests^' 'io  j 
deliver  to  Colonel  Qouraud  his  said  stock  certificates  ! 
now  in  Mr.  Lord's  possession,  and  Mr.  Eaton  is  rer 
quested  to  deliver  to  Mr.  Edison  the  stock  certificates 
belonging  to  him  which  are  now  in  Mr.  Eaton's  possession 

Duplicate  copies  of  this  letter  are'  execu 
ted  by  us,  one  to  be  delivered  to  Mr.  Eaton  and  the 
other  to  Mr.  Lord. 


A  0  R  R  E  M  K  W  T  mado  this 


or  ■— uma. 

1891,  by  and  between  THOMAS  A.  KMSOH,  of  the  Oity  of 
Orange,  (Jaunty  of  Essex  and  state  of  New  Jersey,  of  the 
first  part,  and  THOMAS  8.  COHUKRY,  of  the  same  place,  and 
JOSEPH  1.  o.  CLARK?,  of  the  Oity,  County  and  State  of  Now 
|  York,  of  the  woooricl  part. 


WHERE  A  S,  thf7  said  first  party  hag  invented 
!  and  is  now  engaged  in  experiments  with  a  view  to  purfoot- 
i  ing  a  proooao  for  separating  die  fibres  of  the  agave  and 
other  fibrous  plants  by  the  use  of  potroioum  products  and 
by  other  means,  for  which  he  has  mado  or  is  about  to  make 
application  for  bettors  Patent  in  the  United  States  of 
America,  raid  elsewhere;  and 


W  H  SHEAS,  tho  first  party  proposes  to  con¬ 
stitute  the  second  parties  jointly  hiti  solo  and  oxoluaivo 
agents  to  exploit  tho  said  process  arid  to  dispose  of  terri¬ 
torial  righto  to  mu ft  it  and  to  carry  on  any  and  ull  busi¬ 
ness  connected  with  the  said  process,  subject  to  tho  terms 
and  conditions  of  this  agreement: 

I.  0  W  THEREFORE,  in  consideration  of 
the  mutual  promises  herein  mado  and  of  the  sum  of  One  Dol¬ 
lar  in  hand  paid  by  each  of  the  parties  hereto  to  each 

e  * 


oj?  tin'.-  others,  the  receipt  whereof  lo  hereby  ackno.rlfldsod 
it  lo  agreed  as  follows; 

FIBS  T. 

Tho  first  party  hereby  constitutes  and  appoints  the 
a oo on A  parties,  Jointly,  his  general  ami  exclusive  agents 
for  the  exploitation  of  the  said  invention  and  process  or 
processes  for  separating  tho  fibres  of  tho  agave  and  other 
fibrous  plants,  raid  of  all  .dirt her  inventions  and  improve¬ 
ments  which  he  way  hereafter  make  in  relation  thr.ro  to, 
j  during  the  continuance  of  this  agreement,  and  for  tho  sale 
and  other  disposition  of  licenses  and  territorial  and  other 
rights  thereunder,  in  the  United  Rtat.es  of  America  and 
alscnherc  wherever  tho  said  Invention  and  process  may  prove 
available  und  useful,  and  to  carry  on  any  and  all  business 
connected  with  the  said  process  and  with  tho  introduction 
of  the  same  into  general  use;  and  tho  first  party  hereby 
agrees  that  ho  will  not  soli,  permit  or  authorise  tho  sale 
of  any  such  licenses  or  any  territorial  or  other  rights  of 
any  hind  or  nature  thereunder  or  in  connection  therewith, 
or  oarry  on  any  of  the  aforesaid  business,  save  and  except 
by  and  through  tho  said  second  parties  or  such  sub -agents 
or  persorsas  they  may  Jointly  appoint  or  omploy* 

Tho  said  second  parties  shall  not  uoo  the  noma  of 
the  first  party  in  connection  with  their  said  agency  herein 
providod  for,  nor  shall  they  or  either  of  them  have  any 
a 


t  I 

power  whatsoever  to  bind  him  or  make  him  liablo  to  any  ox- 
tent  for  their  acts  or  transact  ions  arising  out  of  the  said 
agency,  nor  shall  he  bo  liablo  or  held  responsible  for 
thoir  acts  or  thoge  of  Gither  of  them,  or  those  of  their 
|  agents,  but  this  prohibition  shall  not  prevent  the  parties 
of  the  second  part  from  using  the  name  "Edison"  as  a  trade¬ 
mark  or  for  advertising  purposes. 

5EC0  IT  D. 

Should  either  of  the  said  second  parties  die  while- 
this  agreenent  continues,  the  survivor  shall  ipso  faeto 
become  the  sole  agent  hereunder  and  with  the  noma  force 
and  effect  aa  if  a  new  agreement  similar  to  this  in  all  re¬ 
spects  wore  made  with  sdeh  survivor  immediately  upon  said 
death  taking  place.  Upon  the  death  of  both  of  the  second 
parties,  this  agreement  shall  ipso  facto  terminate,  and  the 
first  party  shall  thereupon  have  the  right  to  appoint  new 
agents  or  to  take  such  other  action  with  regard  to  the 
future  management  of  the  business  as  ho  may  choose.  It 
j  is,  however,  distinctly  understood  and  agreed  that  the 
S  death  of  either  or  both  of  the  3aid  second  parties  shall 
j  not  affect  their  Joint  or  several  rights  under  any  agreo- 
!  ments  theretofore  made  by  them  or  either  of  them,  ft>r  the 
exploitation  of  the  inventions  covered  hor£>y,  as  appears 
by  the  first  section  hereof,  provided  that  the  sane  stall 
have  beon  made  subject  to  the  terms  and  provisions  hereof/ 

3 


'f  H  1  K  D. 

'Che  second  p urtiea  hereby  jointly  and  severally 
agree  to  devote  a  reasonable  portion  of  their  l irr.o  to,  and 
to  use  duo  diligence  in,  the  exploitation  of  tho  a  a  id  pro¬ 
cess  and  invention  and  the  sale  and  disposition  of  terri¬ 
torial  and  other  righto  thereunder  and  the  development  of 
the  business  herein  provided  for,  and  to  moot  or  cause  to 
bo  met  all  expenses  and  charges  incurred  in  connootion 
therewith. 

Tho  said  second  parties  shall  further  promptly  end 
in  good  faith  pay  all  the  expenees  of  making  ncoosoary  ox- 
j  hibitions  in  various  parts  of  the  world,  of  tho  process  or 
processes  herein  referred  to,  and  in  the  event  of  any  dis¬ 
pute  arising  between  tho  said  second  parties  and  the  said 
j  first  party  as  to  when  and  where  such  exhibitions  shall  bo 

i 

|  made,  the  same  shall  bo  left  to  arbitration  as  set  forth 
j  below  in  the  ninth  section  hereof. 

The  expenses  of  taking  out  patents  and  of  acquiring 
other  governmental  privileges  in  countries  who re  there  arc 
no  patents,  shall  bo  borne  solely  by  the  first  party,  but 
ho  shall  be  under  no  obligation  to  take  out  patents  or  to 
acquire  the  said  privileges  to  any  greater  extent  than  ho 
may  from  time  to  time  deem  desirable,  it  being  intended 
|  that  the  mutter  of  incurring  expenses  of  this  kind  shall  be 
|  la ft  to  hia  sole  discretion. 

i  * 


The/  expenses  of  all  put, out  suits  or  other  litlgstii 


to  enforce  or  protect  tho  invent, ions  here,  in  provided  for, 
shall  be  borne  solely  by  tho  second  parties,  and  ahull  not 
be  mtide  ;lii  any  ’(fay  a  chnrgii  upon  tho  party  of  the  first 
part.  In  tho  event  of  any  disputes  between  tl»  parties 
hereto  us  to  whether  expenses  of  this  kind  should  bo  in¬ 
curred,  and  to  what  extent,  it  shall  bo  loft  to  arbitra- 
tion  us  pv’ovided  for  below  in  tho -tiighfcte  section  hereof. 

All  oxponaos  of  tho  said  ocaond  parties  in  connec¬ 
tion  with  or  arising  out  of  tho  agency  and  business  heroin 
provided-  for,  shall  be  borne  aololy  by  thorn  or  by  tho  sur¬ 
vivor  of  them,  as  the  case  may  bo,  und  shall  not  in  any  way 
bo  made  a  charge  upon  the  first  party. 

Tho  expenses  of  all  experiments  heretofore  or  here¬ 
after  incurred  by  tho  said  first,  purty  for  making  and  per- 
Pooting  any  and  all  present  or  future  inventions  and  pro¬ 
cesses  as  aforesaid,  and  for  demons trating  the  utility  and 
practicability  thereof  in  tho  laboratory  of  tho  said  first 
party,  shall  be  paid  by  tho  said  first  party,  and  no  claim 
for  any  part  thereof  a hall  at  any  time  bo  made  by  him  on 
the  said  second  parties  or  either  of  them. 

FOURTH. 

All  suns  of-  money  or  othor  consideration  received 
from  any  ;.nd  all  sources  whatsoever  (save  <m<l  except  as 
otherwise  provided  for  below  in  the  fifth  section  hereof), 

{> 


I 


and  for  license  f  0 a s ,  royal »,i  03  or  righto  to  use  tho  inven¬ 
tions  heroin  referred  to,  or  any  of  them,  shall  bo  promptly 
divided  into  two  otjual  parts,  one  of  which  shall  be  immedi¬ 
ately  paid  over  and  delivered  to  the  first  party,  free  and 
clear  oi'  all  expansion,  «n<i  thO  other  shall  belong  to  the 
said  second  purtioii  or  tho  survivor  of  thosi. 

Nothing  contained  above  in  this  section  or  in  any 
other  piirt  of  this  agreement  shall  be  doomed  to  constitute 
ti  copartnership  between  tho  said  first  party  and  tho  said 
second  partiea  or  either  of  them,  it  being  distinctly  under¬ 
stood  and  agreed  that  no  such  copartnership*  shall  exist  or 
be  deemed  to  oxlet  in  concern once  of  any  of  tho  provisions 
ho roof. 

Tho  said  second  parties  shall  Keep  full  and  regular 
boohs  of  ao count  of  rill  thoir  transactions  of  ovary  kind 
whatsoever  arising  out  of  or  connected  with  the  agency  and 
business  created  hereby,  unci  the  oarno,  together  with  all 
correspondence  and  other  documents  relating  to  the  said 
agency  and  the  business  herein  provided  for,  shall  at  all 
reasonable  time  bo  open  to  tho  examination  of  tho  said 
first  party  or  hie  duly  authorised  agent. 

V  1  P  T  H. 

W  H  E  R  B  A  S,  tho  occond  parties  may  possibly  de¬ 
velop  tho  business  heroin  provided  for  not  only  by  soiling 

6 


I  territorial  rights  as  ai’orusaid,  but  also  by  separating 
i  the  -fibre  thorr.u  elves  find  then  soiling  it,  or  by  soiling  the 
j  fifaj’O  aftnr  it  has  buor.  nepurnted  by  othurti;  and,  wlioroao, 

I  it  It;  now  proposed  to  provide  far  tho  possibility  of  tins 
|  sftid  business  being  carried  on  as  aforaaold,  it  ia  agreed 
as  follows: 

(1)  In  onus  the  second  parties  carry  on  the  busi- 
!  ness  any who re  in  the  world  of  dealing  in  fibres  separated 
!  by  others,  all  profits  shall  bo  divided  semi-annually  in 
j  the  following  way,  vis:  ono-holf  to  be  paid  and  given  to 
j  the  first  party,  nnd  one -half  to  be  retained  by  the  second 
|  parties,  all  expenses  of  carrying  on  the  said  business, 

|  that  is  to  any  every  expanse  aside  from  the  actual  cost  of 
|  the  aforesaid  purchased  fibres,  to  be  paid  by  the  second 
parties  and  to  bo  borne  by  them  exclusively,  it  being  in¬ 
tended  that  the  said  one-half  going  to  the  first  party, 
shall  bo  fra  a  and  clear  of  every  exjionso  of  every  kind,  and 
|  that  the  other  ono-hslf  going  to  the  second  parties,  shall 
boar  all  expense,  and  in  the  event  of  losses  of  any  kind, 
whether  from  bad  debts  or  otherwise,  they  shall  be  borne  by 
this  second  part  in  o,  and  the  first  party  shall  in  nowise  be 
liable  therefor,  nor  shall  they  bo  deducted  from  his  said 
one-hair, 

(8)  In  case  the  second  parties  carry  on  the  busi¬ 
ness  anywhere  in  the  world  of  sop orating  the  fibre  them- 

7 


aolvess  and  then  selling  H,  all  proceeds  over  and  above  the 
coat  of  manufacture  ub  defined  below,  shall  bo  divided  aoml- 
annoally  in  tha  noma  way  ns  provided  for  nbovn  in  tho  imxt 
preceding  clause,  and  all  of  t.ho  expenses  shall  be  borne  by 
the  second  parties  in  tho  same  ts turner  as  provided  for  above 
I  as  aforesaid. 

{8)  Tho  afore  said  cost  of  manufacture,  it  is  hereby 
i  ahull  be  restrictad  to  the  aotual  cash  cost  of 

;  (1)  labor,  (ii)  mat  oriel,  and  (is)  general  expenses,  wo  fol- 
j  lose,  via: 

J  (1)  Who  funnel  cash  paid  t.o  workmen  for  labor  performed 
|  shall  constitute  cost  of  labor. 

|  (2)  Tlw  actual  cash  paid  for  material  shall  constitute 

cost  of  material,  and  if  any  material  be  purchased 
on  other  than  a  cash  basic,  oo  that  it  ooat  moi-e 
then  when  bought,  for  cash,  oor  respond  inn  deduct  ions 
shall  bo  made  so  as  to  bring  tho  price  to  tho  lowest 
obtainable  emoh  basis. 

{;>)  fleneral  Expenses  shall  be  restricted  to  (a)  deprecia¬ 
tion,  (b)  fixed  charges,  (o)  salaries,  (a)  sundry 
items,  and  (e)  royalties,  no  follows: 

(a)  An  allowanoo  of  six  per  centum  on  tho  said  ooat 
of  labor  and  material  shall  constitute  depreci¬ 
ation. 

S 


0>)  XiumPtmoc,  rent;  and  taxoo,  Khali  constitute 
fixed  charges*  If  premises  he  owned  instead 
of  vented  tin  till  ovum  no  of  six  par  centum  on  ac¬ 
tual  cash  invented,  together  with  interest  on 
mortgages,  if  tiny,  shall  constitute  rent. 

(oj  Reasonable  salaries  for  necessary  officers,  and 
only  for  those  that  are  necessary,  shall  con¬ 
stitute  the  At  tin  of  salaries. 

(d)  Savory  thing  entering  into  the  cost  of  production^ 
other  than  actual  material  and  labor,  shall 
constitute  the  said  sundry  items. 

(o)  Royalties  on  patents  nococaary  for  the  business 
oh  till  constitute  thet  item  of  royalties,  but  no 
expense  of  this  hind  shall  bo  incurred  without 
the  consent  of  the  first  party. 

The  aforesaid  cost,  of  manufacture  shall  bo  made  up 
at  regular  periods,  at  least  semi-annually,  arid  in  ranking 
up  tho  said  coat,  each  half-year  or  other  fixed  period  as 
aforesaid,  shall  stand  entirely  by  itself,  and  tho  profits 
or  leases  of  any  ono  fixed  period  as  aforesaid,  ahull  Slot 
be  curried  over  or  averaged  with  those  of  any  other  fixed 
pariod.  The  first  party  shall  hnvo  access  to  the  boohs 
of  account  of  the  second  party  at  unreasonable  timoa  for 
the  purpose  of  verifying  the  aforesaid  coat  of  manufacture. 

9 


\S  after  tho  expiration  of  a  period  of  throe  years 
j  from  the  first  successful  domonot ration  or  the  prnct.icabil- 
|  ity  end  utility  of  the  cttid  invention  and  process  by  tho 
auld  fir oi  party  in  the  ooureo  of  the  experiments  no y  and 
!  hereafter  to  bo  conducted  by  him  at  hio  Laboratory,  at 
Orange,  Low  Jersey,  it  shall  appear  to  the  first  pitrty  that; 
;  tho  second  parties  have  failed  to  use  duo  diligence  in  the 
I  exploitation  of  the  s aid  invention  and  process,  and  in  tho 
;  sale  and  disposition  of  rights  thereunder,  and  in  the  de- 
|  volopmont  and  carrying  on  of  the  business  heroin  provided 
!  the  said  first  party  E4ir.il  hnva  tho  option,  on  thirty 

|  day a  written  notice  to  said  aoeond  parties  or  the  survivor 
|  of  thorn,  to  terminate  and  eanool  this  agreement  and  all 
futuro  Joint  and  novaral  rights  of  tho  aoeond  parties 
tho  roundel’,  as  of  the  date  when  the  said  throe  years  shall 
havo  expired;  and  tho  said  first  party  is  hereby  msdo  tho 
sole  judge  of  what  shall  constitute  due  diligence  in  that 
regard. 

The  said  first  party  shall  give  to  tho  second  par¬ 
ties  formal  notioo  in  writing  of  tho  date  when  the  prac¬ 
ticability  and  utility  of  the  said  invention  and  process 
hue  been  or  shall  be  firot  dmonatratc-d  by  him,  from  which 
dot©  the  said  period  of  throe  years  shall  begin  to  run; 
and  in  order  to  avoid  misunderstanding  as  to  wlmt  shall 


;  const itntw  successful  demonstration  as  aforesaid,  it  ia 
!  aiji’ood  that,  tho  teat  ahull  bo  thin,  via:  to  extract,  the 

j  fibre  in  an  oh  a  way  that  it  ahull  hatvo  a  oomrol  nl  advan- 
j  tjtfjo  of  at  least  twenty  par  centum  over  and  above  the  bant, 

:  process  in  us  a  at  tho  da  to  of  thin  instrument. 

IT  the  said  first  party  wishes  to  terminate  this 
agreement  upon  tho  expiration  of  tho  aforesaid  period  of 
i  three  yours  from  tho  date  of  giving  tho  formal  notice  above 
j  provided,  for,  he  must  do  no  -within  six  months  after  tho 
|  expiration  of  the  Gnirt  period,  it  boing  distinctly  under- 
|  stood  and  agreed  that,  bin  right,  to  terminate  tho  agreement 
must  b«  exercised,  if  nt.  nil,  within  the  onid  nix  months, 
and  not  otherwise  or  afterwards.  The  aforesaid  right  to 
terminate  the  said  agreement,  is  a  personal  right  belonging 
only  to  the  said  first  party  in  person,  end  not,  to  his 
heirs,  oxecutor-o,  administrators  or  assigns. 

Unless  this  agreement  shall  hove  been  previously 
terminated,  it  shall  remain  in  full  force  and  effect  an 
regards  each  separate  country,  until  the  expiration  of  the 
legal  term  for  whioh  the  iiottorc  Patent  or  other  govern¬ 
mental  protection  in  each  particular  country,  aS  herein  • 
provided  for,  shall  continue,  it  being,  however,  distinctly 
understood  and  agreed  that  as  regards  all  countries,  wheth¬ 
er  patents  or  governmental  protection  are  afforded  in  them 
or  not,  this  agreement  shall  remain  in  foroo  for  at  least 
ten  years  from  tho  date  hereof  unices  previously  terminated 


under  and  pursuant  to  any  of  the  provisions  hereof. 

As  ro fiords  countries  rrhero  there  are  no  patents  or 
other  governmental  protection,  the  good  vd  11  of  the  inven¬ 
tions  and  business  covered  by  this  instrument  shall  bo 
doomed  to  bo  covered  hereby  vrl  t.h  t'r.o  same  force  and  effect,  ! 
so  far  r.c  possible,  as  if  patents  wore  granted. 

As  ra cards  those  countries  this  agreement  shall  con¬ 
tinue  until  January  1,  1009,  unless  sooner  terminated  here¬ 
under,  at  which  time  it  shall  be  deemed  at  an  end. 

5  E  V  B  IT  T  H. 

In  case  the  said  first  party  should  exercise  his 
right  to  terminate  this  agreement  as  provided  Jbr  above  in  j 
the  next  preceding  or  sixth  soction  hereof ,  tho  second 
parties,  or  the  then  survivor  of  them,  shall  nevertheless 
be  entitled  to  a  continuing  interest  in  all  receipts,  roy¬ 
alties  and  other  emoluments  thereafter  arising  from  or  out 
of  sales  or  other  disposition  of  rights  as  aforesaid  which  j 
may  have  been  theretofore  made  or  effected  by  or  through  I 

tho  said  socond  parties  or  the  survivor  of  them,  to  tho  j 

extent  of  one-half  of  any  and  all  of  the  said  receipts, 
royalties  end  other  emoluments  thereafter  received  in  con¬ 
sequence  of  such  sales  or  disposition  of  rights  as  afore¬ 
said,  after  deducting  therefrom  all  such  expanses  as  would 
properly  be  chargeable  against  the  said  ona-half  as  afore¬ 
said  and  as  heroin  provided  for,  in  case  tliio  agreement 
had  not  boon  terminated. 

It  being  further  intended  that  in  case  the  first 

party  should  terminate  this  agreeirent  as  aforesaid,  the 
12 


f 


I  3«id  abscond  portion  or  the  survivor  of  them  tit  tho  date  of  ! 
I  termination,  ahull  participate  not  only  in  trana- 

i  actions  tharntol'oi'o  made  (no  above  provided  i'or),  but  aluo 
j  in  those  that  may  bo  thereafter  made,  it  ia  agreed  that  in 
J  <Jae«  tho  r»«*id  fir  at  party  shall  terminate  this  agreement 
I  ati  eforvatzitl,  he  ahull  account  h ml  pa y  to  the  said  second  | 

|  portion  or  to  the  aurvivor  of  thorn  at  tho  date  of  such  ! 

i  termination,  a  one- tenth  interoat  in  all  receipts,  royal- 
|  ties  and  other  emoluments  there after  received  by  him  and 
nfiaing  from  or  out  of  is  ala  a  or  other  diapor.it  ion  of  rights 
as  uforonaid  which  may  bo  tirndo  or  of footed  by  or  through 
niw  tuunnicp.it/nt  ly  ho  such  termination. 

K  I  (f  H  U’  Jl. 

Ho  sale  or  other  diopoaition  of  licenses,  or  of  any 
territorial  or  other  righto,  under  tho  enid  patents,  in¬ 
vent  ions  and  processes,  or  under  any  future  inventions  and 
taprovementa-  in  relation  thereto  os  herein  provided  for, 
and  no  sale  or  transfer  of  any  of  tho  rights  or  inter out a 
secured  and  given  to  the  second  parties  or  either  of  them 
hereunder,  shall  be  mode  at  any  time  by  tho  said  second 
parties  or  either  of  them,  without  first  submitting  to  the 
first  party  in  detail  and  in  v/riting  the  terms  and  condi¬ 
tions  upon  which  it  ia  proposed  to  make  the  same,  and  ob¬ 
taining  the  approval  of  the  a aid  first  party  thereto  in 


13 


I 


|  wiling.  In  order  to  prevent  unreusomibio  delay,  it  it; 
agreed  that  i,ht»  first  party  must  either  approve  or  disnp- 
In’ovo  within  twenty  days  after  receiving  t.ho  n.-tid  aubmis- 
aion,  and  that  in  default  thereof,  approval  shall  bo  asaum- 
|  «4.  The  ovrviea  of  the  said  written  submission  at  tho 
|  laboratory  or  other  headquarter  buoinoua  office  of  the 
|  first  party,  rball  be  deemed  good  ar.d  valid  sarviao*  dll 
|  nets  of  every  kind  whatsoever  in  violation  of  this  provi- 
!  oion,  shall  be  absolutely  void  and  of  no  affect. 

K  r  K  V  II. 

Should  any  snout  ion  arise  between  the  said  first 
party  hereto  on  the  one  maid  and  the  said  second  parties 
lwro to  or  either  of  thorn  on  the  other  hand,  ue  to  the  true 
intent  and  meaning  of  any  of  the  provisions  whatsoever  of 
th:B  agreement,  t.ho  sane  ehnll  bo  loft  to  arbitration  upon 
the  written  demand  of  either  the  said  first  party,  or  of 
the  Raid  second  parties  or  either  of  them.  If  the  said 
parties  cannot  agree  upon  n n  arbitrator,  the  first  party 
shall  select  one  arbiter,  the  other  party  or  parties  shall 
select  another,  and  those  two  ahull  oeloct  «  third,  and  the 
decision  of  the  one  arbiter  in  case  he  bo  agreed  upon,  or 
of  the  throe  arbiters,  or  of  a  majority  of  them  in  case 
one  be  not  agreed  on,  shall  be  final  and  binding  upon  the 
parties  to  such  arbitration. 


14 


v  n  a  v  n. 


'J'Jiib  efireamcmt  shall  bind  tind  enure  to  the  benefit 
of  tho  heirs,  exeoutoro,  ad'.-iiniistratov-B  and  luaniene  of  tho 
re oi -oc live  parties  hereto. 

i  I!  V f  I  V  1!  B  H  n  W  H  ft  K  R  0  y,  the  parties 

|  hereto  have  horounto  severally  uwbsoribod  their  names  and 
|  affixed  their  seals  m  tU«  .8.1  ty  of  hew  York  on  the  day  and 


i  Zn  consideration  of  hno  dollar  to  w-in  hand  paid, 

ij  - 

receipt  of  Which  is  hereto/  acknowledged,  ana-.Mhiwgeeg' 

jj  and-Jaluable  ceil  fri  deration,  we  hereto/  Jointly  and  severally 
'  ■  ^Vdgree  to  sell,  assign  and  transfer  and  set  overj^watfcgk 
iv^,  TfrT  ft  axi  our  right,  title  and 

vvj  : 

,  i|i  ^interest  in  and  to  all  inventions  in  Autographic  Tel  eg* 

A  t*- tuwU.i  .  . 

|  r^?hy  now  patented  or  fhr  whin'll  iiiipl  inaiiligngrhavglTwen 

righi^^&I^.^et^  * 


present  autographic  machines,  the  paper  and  all  appurten-  | 
anoes  thereto.  A^so  we  agree  to  sell,  assign  and  trans-  | 
*er  to  the  said  . &mUk  fiwxwei  ! 

Patentable  features  in  said  machines  as  exhibited  in 
1890  at  the  Lenox  Lyceum,  not  included  If  aiy  patents^; 
applieati  ,  Providing  that  the  said  j 

Vmim  ^faaH-^R^-Hornan,  Broonel,  shall  cell  and  truly  j 
Pay  to  Thomas  a.  Edison  the  sun  of  twenty  thousand  Dollarsl 
(}SO.OOO.OO>  o»  or  boforo  ISO*  othmttM  I 

*“*  to  bo  non  ««d  void  „d  of  „„  j 


THOMAS  A.  EDISON, 

ORANGE,  N.  J. 


In  consideration  of  one  dollar  to  via  in  hand  raid 
roooipt  of  y/hich  is  hereby  acjtnovfled-od,  and  other  Cood 
and  valuable  consideration,  vra  horoby  jointly  and  severs: 
ar;reo  to  noil,  assign  and  transfer  and  sot  over  to  Y/illianl 
J*  •■iann’  :utl  Harm broeael,  all  our  richt,  title  and 
wso»Pt  in  and  to  all  inventions  in  Antocr^hic  fol::;;- 
raidiy  no::  patented  or  ibr  wideh  applications  have  boon 
filed  in  the  United  hta.es  Patent  Office,  and  all  our 
"”ht’  tiUe  am  *"  %  to  such  Letters  Patent  01 

applications  in  the  United  States  Patent  Office.  Also  the 
Present  autographic  machines,  the  paper  and  all  appurten¬ 
ances  thereto.  Also  wo  scree  to,  sell,  aoaicn  ancl  ^ 

^  ^  **  8aid  hroosel, 

anji  patentable  features  in  said  , .achincs  as  exhibited  in 
1300  at  the  Lenox  Lyceum,  not  included  in  ary  patents  or 
applications  heretofore  cade.  Providing  that  the  said 
UUlea,.  J.  :;ann,  and  ilowan  Brooaol,  shall  vra  11  and  truly 
Pay  to  an  A.  liaison  tho  am  of  'hrenty  Thousand  hollar. 

{ -’30 ,000,oo)  on  or  before  hovmber  1st,  1G11;  o,horv,iso 
hue  apreei  uiit  to  be  null  and  void  and  of  no  effect .  ' 


/ftC, 

... 


<£_> 


J 


•^ECEIV^, 

cot  i  /.  7nn,  -4J 


1  1091 


Aas’d- 


Thomas  Maguire,  Esq. , 

Adis  on  Laboratory, 

Orange,  II.  J. 

Lear  Sir:-  wfy 

I  hand  you  herewith  copy  of  a  letter  from  Major 
Eaton  under  date  of  the  2nd  instant  in  regard  to  Mr. Edison's  Elec¬ 
tric  Railway  patents  in  Australia.  Please  attach  this  letter  to 
the  Indian  and  Colonial  or  Australasian  Agreements  which  are  in  our 
safes  at  the  Laboratory. 

Yours  truly,/ 


Private^&gcretary, 


P.S.  Please  show  this  conmuni cation  to  Mr. Randolph  and  call 
his  attention  to  paragraph  four  in  which  Major  Eaton  states  that 
Drexel,  Morgan  and  Company  have  never  paid  any  of  Mr. Edison's 
expenses  connected  wi  th  experiments  of  patents  for  these  inventions 
for  Australia;  ask  Randolph  if  he  has  any.- accounts  on  his  books  re- 
ferri'ng^to'5 el ect ri c\railways  in  connection  with  Australia. 


[ENCLOSURE] 


Cos.er,  yhe  MUd'  could  bo  :-i*ort  t, 
U’  tSfcthc  cid  that  t ocrr'-i 
tJonad^cioBtloj;,  i.-.  .-arttmUnt 


•t^.n.1  =  stir,  met  Ion  o° 

:ploit  f.e  Btlirot;  i),Vr 


.01'/ 


s 

diJ"  ffcUdoriA 
vU  Q6~&lq,aJ~co  nd  j 

^(Jb.  $OrUch.ChJcilo  CcUAc-yy.  ! 


cMP'  <ccUorv&  (QjityvLonS. 


VJece-n^S-oy  /,  !8q  / 


RE  COMPAGNIE  CONTINENTALE  EDISON. 


MEMORANDUM  regarding  Mr.  Edison's  obligations 
to  the  Cie.  Continentals  Edison,  as  to  his  inventions  made, 
and  patents  obtained,  since  November  15,  1886 . 

The  Countries  controlled  by  the  Cie.  Continent¬ 
als  are  France  and  its  Colonies,  Belgium,  Gemany,  Austria, 
Italy,  Denmark,  Russia  and  Spain  (exclusive  of  its  Colonies  \ 
The  fundamental  agreement  between  Mr.  Edison  and  that  Com-  ' 
pany,  was  made, under  date  of  November  -15,  1881.  It  provid¬ 
ed  that  Mr.  Edison  should  assign  to  that  Company  all  his 
inventions  and  patents  then  made  and  taken  out,  and  all  in¬ 
ventions  and  patents  for  five  years  thereafter,  namely,  till 
November  15,  1886,  so  far  as  such  inventions  and  patents 
covered  the  measurement,  distribution  and  application  of 
electrical  currents  for  the  production  of  light  and  motive 
power.  This  agreement  also  provided  that  Mr.  Edison  vould, 
for  12  years  after  said  November  15,  1886,  i.e.  until  No¬ 
vember  15,  1898,  offer  all  new  inventions  and  patents,  of 
the  same  scope,  to  the  Cie.  Continentale ,  the  price  of  the 
same  to  be  fixed  by  arbitration  if  it  could  not  be  otherwise 
agreed  on.  Hence  Mr.  Edison  was  not  at  liberty  in  any 
event  to  sell  to  others  his  inventions  and  patents  made  and  j 
obtaine.|  between  November  15,  1886,  and  November  15,  1898.  ! 

But  this  was  subsequently  somewhat  changed,  as  appears  belovJ 


i 


In  December,  1886,  there  was  a  consolidation 
of  the  three  French  Companies  (the  Cie.  Continental  Edison, 
the  Societe  Electrique  Edison,  and  the  Sociote  Industrielle 
et  Commereiale  Edison),  and  the  entire  business  of  these 
Companies  was  merged  into  the  Cie.  Continentale  .  At  a 
stockholders'  meeting  of  the  latter  Company,  held  December 
22  and  28,  1886,  the  statutes  of  that  Company  were  amended, 
the  amendments  having  been  previously  accepted  and  approved 
in  writing  by  Mr.  Edison  and  the  Edison  Electric  Light  Co. 
of  Europe,  limited,  (of  New  York),  It  will  be  necessary 
to  mention  here  only  such  of  these  amendments  as  bear  upon 
the  subject  of  this  memorandum,  namely,  as  to  the  obliga¬ 
tions  of  Mr.  Edison  to  the  Cie.  Continentale  regarding  his 
inventions  and  European  Patents  made  and  taken  after  Novem¬ 
ber  15,  1886.  The  purport  of  those  amendments  is  as  fol¬ 
lows  : 

(1)  Mr.  Edison  is  oblige  d  to  turn  over  to  the 

Cie.  Continentale,  for  Prance,  all  his  improvements  and 
patents,  on  the  incandescent  lamp,  made  since  November  15, 
1886,  and  to  do  so  for  an  unlimited  future.  The  Cie,  Con¬ 
tinentale  agrees  to  compensate  him  therefor,  and  if  the 
amount  of  such  compensation  cannot  be  agreed  upon,  the  same  I 
is  to  be  settled  by  arbitration.  i 

(2)  The  foregoing  provision  leaves  to  be  dis¬ 
posed  of  for  all  the  other  seven  countries  controlled  by  the  ! 
Cie.  Continentale  (that  is  to  say,  for  all  its  countries 
except  Prance),  Mr.  Edison's  inventions  and  patents  on  the 
lam£,  and,  for  all  the  eight  countries  (including  Prance) 


(2) 


controlled  by  the  Cie .  Continentale ,  all  his  other  Inven¬ 
tions  and  patents  on  electric  light  and  motive  power,  made 
since  November  15,  18S6,  and  during  an  unlimited  iUture, 
i.e.  forever;  and  Mr.  Edison  is  obliged  to  offer  all  of 
them  to  the  Cie.  Continentale,  at  the  same  price  and  on  the 
sane  terms  as  others  are  willing  to  pay  for  them.  The  Cie. 
Continentale  is  then  to  have  an  option  of  fifteen  days  with¬ 
in  which  to  declare  whether  or  not  it  will  purchase  these 
inventions  at  such  price  and  on  such  terms.  If  it  does  not 
elect  within  said  fifteen  days  to  purchase  the  sane,  Mr. 
Edison  will  be  at  liberty  to  sell  them  to  others,  but  at  no 
less  price  and  on  no  less  onerous  terms. 

To  sum  up  the  above,  briefly,  it  appears! 

(a)  The  Cie.  Continentale  is  absolutely  en¬ 
titled  to  lamp  improvements  and  patents,  for  France,  and  Mr. 
Edison  is  entitled  to  compensation  therefor,  to  be  agreed 
on  or  fixed  by  arbitration. 

(b )  The  Cie.  Continentale  has  an  option  for 
fifteen  days  after  offer,  as  to  said  lamp  patents,  for  the  ! 
other  seven  countries,  at  the  price  which  others  will  pay 
for  s  ame . 

(c)  The  Cie.  Continentale  has  a  similar  option! 
on  all  other  patents  relating  to  light  and  motive  power,  ex- j 
elusive  of  lamp  patents,  for  all  the  eight  countries  belong- j 


ing  to  it.  Presumably  the  words  "motive  povfer"  include 
electric  railway  inventions. 


S. 


Eaton. 


New  York  City, 


December  1st,  1891 . 


>■ 


RE  EDISON  &  SWAN  UNITED  ELECTRIC  LIGHT  COMP ANY, LI MI TED. 

i|  MEMORANDUM  relating  to  Mr.  Edison's  obligations 

I  to  the  Edison  &  Swan  Company,  London,  as  to  his  inventions, 

!j  for  Great  Britain. 

j! 

On  February  18th,  1882,  Mr.  Edison  entered  into 
an  agreement  for  Great  3ritain,  ordinarily  known  as  the  Bou- 
:  verie  Agreement,  under  the  terms  of  which  the  Edison  Elec¬ 
tric  Li$it  Company,  Limited  was  to  be  formed,  and  Mr.  Edison 
and  said  Company  became  mutually  bound  to  each  other  toueh- 
ij  ing  Mr.  Edison's  electric  inventions.  This  Company  was 
:l  organised,  but  subsequently  was  succeeded  by  the  Edison  & 
Swan  United  Electric  Light  Company,  Limited,  which  took  over 
and  is  bound  by  the  said  Bouverie  agreement,  jointly  with 
!  Mr.  Edison.  Under  that  agreement  Mr.  Edison  promised  to 
jl  assign  to  -th  e  said  English  Company  the  patents  specified  in 
the  Schedule  thereto  annexed,  being  the  whole  of  ft  e  patents 

I!  i 

i  .then  taken  out  by  him  or  in  his  behalf,  in  relation  to'the 
application  of  electricity  or  magnetism  as  a  limiting,  h  eat- 
|j  ing  and  motive  agent;  the  said  English  Company  also  became 
I  entitled  to  all  extensions  of  the  said  patent  rights,  and  to 
all  improvements  which  might  be  made  by  Mr.  Edison  upon  or 
|  connected  with  the  said  inventions,  without  further  payment 
except  as  follows: 

ij  Mr.  Edison  is  entitled  to  receive  from  the  Eng¬ 

lish  Company  all  expenses  incurred  by  him  in  experiments 
leading  up  to  such  improvement,  after  he  shall  have  tak  #1 


jj  out  P a * ent 3  for  the  same  in  Great  Britain,  with  one  hundred 
||  Per  Cent  added>  without  reference  to  the  compensation  which 
j!  he  have  received  from  oihsr  persons,  also  the  amount 

|  ot  a11  °XP enses  and  fees  necessary  for  obtaining  aid  keeping 
up  the  Letters  Patent  on  such  improvements# 

The  said  English  Company,  however,  does  not  bind 
t  itSelf  *0  accept  all  such  patents  and  improvements.  The 
:  said  Bouverie  agreement  provides  that  Mr.  Edison  shall  with 
;i  a11  reasonahle  speed,  after  making  any  such  improvement  and  j 
;|  takinf!  out  L®tters  Patent  therefor,  inform  the  English  C0m- 
•ji  pany  thereof  (the  Edison  &  Swan  United  Electric  Light  Com- 
!j  Pany)’  and  of  the  ““"nt  of  the  expenses  alleged  by  him  to  j 
!|  have  been  ln«rr8d  in  experiments  as  aforesaid .  and  in  ob-  | 

| !  taining  and  keeping  up  such  Letters  Patent;  and  the  said 
jj  ^lish  Company  is  then  to  have  three  months  within  which  to  ! 

||  elect  t0  acciuire  such  patents  and  improvements,  the  arrount 
|j  P ayabi e  by  the  Company  to  be  fixed  by  arbitration,  in  case 
j;  of  dispate  as  to  such  expense?,  that  is  to  say,  in  case, 
jj  for  example,  they  think  the  said  expenses  are  incorrect  or 
jj  unreasonable.  If  the  Company  does  not  within  throe  months 
elect  to  acquire  such  improvements,  their  rights  thereto 
I  shall  cease. 

It  thus  appears  from  the  Bouverie  agreement,  that 
j  the  Edison  &  Swan  United  Electric  Light  Company  has  th  e 
j  absolute  right  to  all  Mr.  Edison's  patents  taken  out  at  the 
date  of  the  agreement,  namely  February  18th,  1882;  and  that 
j  as  to  any  inventions  and  patents  after  that  date,  th  e  said 
j  »»  «.  oP«im  „•  th„  on  paro8it  of  the  j 


porimental  expenses  (subject  to  arbitration  as  aforesaid) 
with  one  hundred  per  c0nt  added,  together  with  the  expenses 
for  obtaining  and  keeping  up  the  patents  on  such  inventions. 

Now  as  to  Mr.  Edison's  electric  railway  invon- 
jj  tions,  Section  lb  of  the  said  Bouverie  Agreement  provides 
!|  that  immediately  after  the  assignment  to  it  of  the  patents, 

;  covered  by  the  said  agreement,  the  said  English  Company  ae- 
■;  Wiring  the  same,  shall  grant  to  Mr.  Edison  or  his  nominees, 
r  i^ee  and  exclusive  licenses  to  use  all  or  any  of  the  said 
;  patents,  or  any  improvements  thyeof,  for  the  purpose  of  lo- 
j  comoti.on,  or  railways  or  tramways  or  on  common  roads. 

It  appears,  therefore,  that  under  the  existing 
j;  agreemsit,  the  English  Edison  &  Swan  Company  has  no  ri$n  to 
i|  the  use  of  the  Edison  patents  in  Great  Britain  for  the  pur- 
I:  pose  of  locomotion  on  railways  or  tramways  or  on  common 
!  roads. 

As  a  matter  of  fact,  two  of  the  aforesaid  li- 
;  censes  have  already  been  granted  by  the  English  Edison  Com- 
j  Pany,  under  the  Edison  English  patents,  for  railway  purposes 
in  Great  Britain.  The  first  of  -these  licenses  was  dated 
|  November  15th,  1883,  and  was  made  by  the  Edison  Electric 
Lif^it  Company,  Limited,  to  Messrs.  Fabbri  and  Lowrey,  "as 
nominees  of  Mr.  Edison".  The  second  license  was  made  by 
the  Edison  &  Swan  United  Electric  Light  Company,  Limited,  to 
Mr.  Edison,  personally,  for  the  use  of  alargenumber  of 
other  patents  for  electric  railway  purposes.  Both  of  these 
licenses  are  exclusive,  and  the  English  Company  have  th  ere- 
foie  divested  themselves  of  any  right  to  use  the  Edison 


lilroading  in  Great  Britain. 


A  (ju  estion  may  arise  as  to  Mr.  Edison's  obli- 
||  gation  to  turn  ov  er  inventions  whi*  rnlats  solely  and  px-  j 
|!  e.lu.siv ply  to  electric  railways.  Inventions  of  that  kind  j 
were  evidently  not  contemplated  *sn  the  Eouverio  agreement  ! 
was  drawn.  That  agreement  provides  in  substance  that  when¬ 
ever  Mr.  Edison  turns  over  any  invention  which  is  usablo  not! 
only  for  lighting  purposes  tut  also  for  locomotion  purposes,' 
an  exclusive  license  for  the  latter  use  shall  be  given  back 
to  Mr.  Edison;  but  said  agreement  ssys  nothing  about  inven-  ; 
tions  solely  and  exclusively  applicable  to  locomotion.  In-  I 
asmuch  as  the  Bouverio  agreement  provides  that  Mr.  Edison 
shall  turn  over  inventions  relating  to  "lighting,  heating  i 
and  motive  agent",  there  might  be  some  ground  for  the  Eng¬ 
lish  Company  to  claim  that  exclusively  railway  inventions 
ij  were  covered,  that  is  to  say,  that  they  are  included  in  the  ! 

|  words  "motive  agent".  But  it  seems  to  me  that  if  that  i 
|  ground  be  taken,  it  is  fairly  negatived  by  the  fact  that  the] 
manifest  intention  of  the  agreement  was  to  allow  Mr.  Edison  | 
to  retain  as  his  own  everything  appertaining  to  "locomotion 
on  railways  or  tramways,  or  on  common  roads".  That  inten¬ 
tion  is  shown  by  the  specific  provision  already  mentioned 
above,  that  the  English  Company  shall  grant  to  Mr.  Edison, 
or  his  nominees,  free  and  exclusive  license  to  use  all  or  i 
any  of  his  patents  and  improv  ements,  for  locomotion  purposes! 
On  the  whole,  my  opinion  is  that  Mr.  Edison  is  entitled  to  ! 
retain,  and  not  turn  over  to  the  English  Company,  all  0x-  ' 


clusively  locomotion  inventions,  th  e  En^li  sb  Company  h  aving 
no  claim  thereon. 

S.  B.  Eaton. 

New  York  City, 

December  1st,  1891. 


[HMF-  isf) 


MR.  EDISON'S 
PATENT  OBLIGATIONS 
to 

EDISON  INDIAN  and 
COLONIAL  COMPANY. 


Mr.  Eaton's  Opinion. 


Decanber  1,  1891. 

:  I 

j 

Eaton  &  Lewis ,  ■  i 

Attorneys. &  Counsellors,  f 

■  44  Broad  St. 'Edison"  Bldg-  i 

New  York  Cit  y.  ! 


RE  EDISON'S  INDIAN  AND  COLONIAL  ELECTRIC  COMPANY,  LIMITED. 


MEMORANDUM  regarding  Mr.  Edison’s  obligations  to  the 
above  Company  as  to  his  inventions.  j 

By  agreement  dated  Marfh  1st ,  1883,  Mr,  Edison  agreed 
to  assign  to  Edison's  Indian  and  Colonial  Electric  Company,  Li¬ 
mited,  all  Letters  Patent,  letters  of  registration,  exclusive 
privileges,  rights  and  interests  in  the  Colonies  of  New  Zealand,  j 
NSW  South  Wales,  Victoria,  Queensland,  South  Australia,  Tasmania, 
and  West  Australia,  Natal  and  the  Cape  of  Good  Hope,  and  I 
elswhere  in  Australia  and  South  Africa  and  in  India  and 
Ceylon,  relating  to  the  application  of  electricity  or  mag¬ 
netism  as  a  lighting*  heating  or  motive  agent.  By  this 
instrument  Mr.  Edison  also  granted  to  the  said  Colonial 
Company  (l)  the  full  benefit  of  all  pending  applications, 

(2)  the  right  to  make  applications  in  his  name,  (3)  the  full 
benefit  of  all  extensions  and  prolongations  of  any  of  said 
Letters  Patent,  (4)  the  good  will  of  said  Edison  in  said 
countries,  and  (5)  the  benefit  of  all  additions  and  improve-  j 
ments  whinh  he  should  make  within  five  years  from  the  12th 
day  of  June,  1882,  i.e.  up  to  June  12,  1887,  without  any 
further  compensation  therefor. 

Mr.  Edison  also  agreed,  without  limit  as  to  time,  to 
give  the  Colonial  Company  six  months'  option  upon  any  in¬ 
vention  made  by  him  upon  the  same  subjects  subsequent  to 


s 


the  ..aid  12th  day  of  Ju„e,  1887,  at  a  price  to  be  agreed 
upon,  or  in  case  of  disagreement  to  be  fixed  by  arbitration 
It  was  furtter  provided  in  said  agreement  that 
the  said  Colonial  Company  should  immediately  after  any 
assignment  by  Mr.  Edison  of  such  getters  Patent,  promptly 
execute  and  deliver  to  Mr.  Edison  or  his  nominees  free  and 
exclusive  licensee  to  use  any  or  all  of  the  said  patents 
for  the  purpose  of  locomotion  only, on  rai  lways  or  tramways 
or  on  conmon  roads. 

In  October,  1889,  Mr.  Edison  was  requested  by 

the  Australasian  Electric  light,  Powe  r  and  Storage  Company 

limited,  as  the  successor  of  the  said  Colonial  Company,  to 

execute  to  the  former  Company  anassignment  of  the  patents 

agreed  to  be  assigned  to  the  Colonial  Company  by  the  above 

mentioned  agreement  of  March  1st,  1883.  Such  an  assignment 

was  executed  by  Mr.  Edison  about  the  31st  of  October, 1889. 

This  assignment  provided  for  all  the  grants  enumerated,  above 

herein  as  (1),  (2),  (3),  (4)  and  (5),  and  also  contained  a 

reservation  providing  for  a  license  to  Mr.  Edison  or  his 

nominees  for  the  use  of  the  said  patents  for  purposes  of 
!|  . 
locomotion  only,  on  railways  or  tramways  or  on  common  roads. 

.  There  was  nothing  in  the  said  assignnent  to  the  Australasian 
Co,»  Providing  for  tha*  transfer  or  tight  of  option  of  any  of 
Mr.  Edison's  patents,  op  invent ionB ,  ..subqequfliSt  to  June 
12th,  1887. 


-  2  - 


Early  in  t  he  ■  press  nrt  year  (1891)  Mr.  Edison  was 
requested  by  the  Brush  Eleotrioal  Engineering  Company  of 
London,  to  execute  to  it  as  successor  of  the  said  Australa¬ 
sian  Company,  assignments  of  the  patentB  which  he  had  agreed 
to  transfer  to  the  said  Colonial  Company,  by  the  said 
agreement  of  March  1st,  1883.  These  assigments  were 
required  for  the  purpose  of  registration  in  the  various  Colo¬ 
nies,  and  were  substantially  similar  in  form  to  the  asaigment 
t6  the  Australasian  .Company  above  mentioned.  They  contained 
the  same  reservation  for  the  use  of  the  patents  by  Mr.  Edison 
or  his  nominees  for  purposes  of  locomotion  on  railway,  or 
tramsways,  or  dn  conmon  roads.  These  assigments  were  exe¬ 
cuted  by  Mr.  Edison  about  July,  1891,  and  forwarded  to  London. 


It  appears,  therefore,  from  the  above,  that  the 
Brush  Electrical  Engineering  Company  hav.e  the  right  to  an 
assignment  of  Mr.  Edison's  said  inventions  and  patents, 
probably  up  to  June  12th,  1887.  I  do  not  find,  however,  any 
provision  that  that  Con*any  is  entitled  to  any  option  upon 
or  right  to  his  patents  and  invent  ions  after,  that  date.  In 
the  above  mentioned  original  agree  ment ,  with  the  Colonial 
Company,  under  date  of  Maroh  1st,  1883,  there  is  ro  provision- 
for  the  assignment  by  Mr,  Edison  to  the  successors  or 
as  signs  of  the  said  Colonial  Company.  -  All  through  this  latte'" 
agrewaetoli  the  phraseology  of  the  agreement  ana  of  the  agree¬ 
ment  to  assign,  is  simply  to  the  Colonial  Co,  and  not  inclus¬ 
ive  of  any  such  term  as  "successors  or  assigns".  How  then 

-  3  - 


did  these  two  successor  companies  acquire  th?  rights  of 
the  Baid  original  company?  - 1  find  nothin  to  show  how, 
but  there  can  be  no  doubt  that  such  a  vital  point  must  have 
been  adequately  covered,  though  .  we  have  nothing  here  to 
show  how  it  was  done. 

As  to  railway  rights  under  the  Colonial  patents , 

Mr,  Edison  is  entitled  to  receive  licenses  under  all  pi  - 
tents  which  he  may  assign.:oE.;haa  already  assigned  to  any 
of  the  above  three  companies.  As  a  matter  of  fact,  Mr, 
Edison  has  already  approved  a  form  of  license  which  the 
said  Brush  Co.  agreed  to  give,  and  this  has  been  sent  to 
Messrs.  Waterhouse,  Winterbotham  and  Harrison,  to  the  end 
that  they  may  obtain  for  Mr.  Edison  formal  lioenses,  in 
saidt  foim,  to  Mr.  Edison  from  the  said  Brush  Co. 

A  question  may  arise  as  to  Mr.  Edison's  obligation 
to  turn  over  inventions  which  relate  solely  and  exclusively 
to  electric  railways.  Inventions  of  that  kind  were  evi¬ 
dently  not  contemplated  when  the  agreement  with  the  Indian 
and  Colonial  Comja  ny  was  drawn.  That  agreement  provides 
in  substance  tlat  whenever  Mr#  Edison  tttens  over  any  inven¬ 
tions  whith  is  usdble  not  only  for  lighting  purposes.. but  j 

also  for  locomotion  purposes,  and  exclusive  license  for  the  j 

! 

latter  use  Bhall  be  given  back  to- Mr,  Edison;  but  said 
agreement  says  toothing  about  inventions  solely  and  exolusive-i 
ly  applicable  to  locomotion.  Inasmuch  as  .the  said  agreement  j 
provides  that  Mr.  Edison  shall  turn  over  invent ionsr elating  j 
to  "lighting,  heating,  and  motive  agent  •  there  might  be  j 


-  4  - 


some  ground  for  the  Bolonial  Company  to  claim  that  exclusive  i 
ly  railway  inventions  were  covered,  that  is  to  say,  that 
they  are  included  in  the  words  "motive  agent".  But  it 
seems  tome  that  if  that  groun.d  be  taken,  it  is  fairly 
negatived  by  the  fact  that  the  manifest  intention  of  the  1 

agreement  was  to  allow  Mr.  Edison  to  retain  as  his  own, 
everything  appertaining  to  "looomotion  on  railway  or  tram¬ 
ways,  or  on  common  roads".  That  intention  is  stown  by  the 
specific  provision  already  mentioned  above,  tla  t  the  Colo¬ 
nial  Company  shall  grant  to  Mr,  Edison,  or  his  nominees', 
free  and  exclusive  license  to  use  all  of  any  of  his  pa¬ 
tents  and  improvements,  for  looomot ion  purposes .  On  the 
whole,. my  opinion  is  that  Mr,  Edison  is  entitled  to  re¬ 
tain,  and  not  turn  over  to  the  Colonial.  Conpany,  all 
exclusively  locomotion  inventions,  the  Colo nial ■ Company 
having  no  olaim  thereon. 

S.  B.  Eaton,  ; 

New  York  City, 

De  cemberjst ,  1891.  . 


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/EATON  &  LEWIS 


■RF-.CEI 


44  EDISON  building) 

'krft$6r/>£  pah .  1S/QPf. 


Thomas  A.  Edison,  Esq.^ 
Orange,  M.  J. 

Dear  Sir:- 


Your  favor  of  the  11th  inst.,  in  regard  to  the  various 
colonial  assignments  of  inventions  to  the  Edison  United  Phonograph 
Company,  was  duly  received,  and  I  have  notified  than  that  other 
assignments  in  proper  form  will  ha.ve  to  be  prepared,  and  that  in 
the  meantime  I  shall  hold  those  which  you  have  execut  ed  in  blank. 

The  two  assignments  of  Belgian  patents,  which  you  had 
signed  aid  enclosed  in  your  said  favor  of  the  11th  inst.,  were 
also  received.  These  assignments  wore  in  proper  foim,  and  pre¬ 
serve  your  rights,  and  I  therefore  delivered  them  to  Messrs.  Selig- 
man  &  Seligman.  Enolosed  I  beg  to  hand  you  translations  of  these 
two  documents  for  your  files. 

Trusting  the  above  will  be  satisfactory,  I  remain 
Very  truly  yours. 


[ENCLOSURE] 


Translation. 

Between  the  Undersigned, 

:  Thomas  Alva  Edison,  of  New  York,  and  George  Edward  Gouraud, 
of  London,  of  the  first  part,  and  Edison  United  Phonograph 
Company,  of  New  Jersey, 

of  the  second  part,  the  two  parties,  for  the  purposes  of 
these  presents,  electing  to  be  domiciled  with  Messrs.  E. 
Bede  &  Co.,  Consulting  Engineers,  of  Bruxelles,  it  has  been 
acknowledged  and  agreed  as  follows: 

1st.  The  undersigned  partiesof  the  first  part 
are  owners  of  the  Belgian  Patents. 

No.  80,258  -  January  13th,  1888  "Improvements  in  Phono¬ 
graphs  and  phonograms . " 

No.  81,695  -  May  4th,  1888  -  Improvements  in  the  blanks 
;  or  forms  for  phonograms,  in  phonograms ,  and 

in  processes  for  making  them". 

2d.  The  undersigned  parties  of  the  first  part 
I;  assisn,  in  consideration  of  200  francs,  to 

j 

|  parties  of  the  second  part,  who  accepts  them,  the  Belgian 
I  Patents  stipulated  above,  with  all  the  rights  resulting  j 
I  therefrom>  with  the  exception,  however,  of  the  right  of  ap-  ! 

j  plyins  or  object  of  these  patents  to  or  in  combi-  j 

ij  nation  with  dolls,  playthings,  figures,  clocks  and  time-  I 

jj  pieces.  j 

j;  Made  at  Bruxelles  i 

ji  the  j 


[ENCLOSURE] 


Translation. 


Between  the  undersigned,  THOMAS  ALVA  EDISON,  of 
Llewellyn  Park,  New  York,  United  States  of  America,  of  the 
first  part,  and  the  EDISON  UNITED  PHONOGRAPH  COMPANY,  of 
New  Jersey,  of  the  second  part,  the  two  parties,  for  the 
purposes  of  these  presents,  electing  to  be  domiciled  with 
E.  Bede,  &  Co.,  Consulting  Engineers,  of  Bruxelles,  it  has 
been  acknowledged  and  agreed  as  follows: 

1st.  The  undersigned  party  of  the  first  is 
owner  of  the  Belgian  Patents 

No.  89,450  -February  8th.,  1890.  "Improvements  made  in 
Phonographs  . 

No.  83,549  -  October  10th.,  1888.  "Improvements  in  the 

methods  and  in  the  apparatus  for  registering  I 
and  reproduction  of  sounds  and  for  preparing 
surfaces ‘for  the  sake  of  receiving  tracings  j 
of  sounds,  as  well  as  in  the  materials  or 
compositions  for  these  surfaces.  * 

No.  83,548  -  January  3d.,  1889.  "Improvements  in  the  j 
apparatus  for  registering  and  reproduction 
of  sound  and  in  the  surfaces  receiving  these  ! 
impressions  registering  the  sound  and  pro¬ 
cesses  for  preparing  and  using  the  said  ! 
surfaces."  j 

No.  86,544  -  June  6th.,  1889.  "Improvements  made  in  j 
Phonographs  or  apparatus  receptive  or  repro-j 


[ENCLOSURE] 


duct ive  of  sound,  in  arrangements  employed  , 
in  and  in  combination  with  this  apparatus, 
as  well  as  in  phonograms  in  blank  or  sur¬ 
faces  destined  to  receive  the  inscription  of j 
sound,  and  in  methods  of  making  and  using 
these  surfaces". 

2d.  The  undersigned  party  of  the  first  part 
assigns,  in  consideration  of  1000  francs,  to  the  undersigned; 
party  of  the  second  part,  who  accepts  them,  the  Belgian 
patents  stipulated  above,  with  all  rights  resulting  there¬ 
from,  excepting,  however,  the  right  of  applying  or  using  the  I 
object  of  these  patents  to  or  in  combination  v/ith  dolls, 
playthings,  figures,  clocks  and  time-pieces. 

Made  at  Bruxelles,  the  18  ». 


v  ;  • 

C^rjxAj 

WHEREAS ,  I,  THOMAS  A'.  EDISON,  of  Llewellyn  Park,  New 
Jersey,  am  the  owner  of  the  entire  ri$it,  title  and  interest 
in  and  to  Letters  Patent  of  the  United  States,  No.  466,922, 
dated  January  12,  1892,  for  an  invention  of  John  E.  Ott  of 
Orange,  New  Jersey,  of  an  Improvement  in  Attachments  for 
Phonographs,  and  in  and  to  the  invention  covered  by  said  Let¬ 
ters  Patent;  and  also  of  the  entire  right,  title  and  interest 
in  and  to  a  certain  Improvement  in  Coin-Controlled  Devices  for 
Phonographs  and  other  Apparatus,  set  forth  and  described  in  an 
application  for  Letters  Patent  filed  by  the  said  John  E'.  Ott, 
April  24,  1891,  and  bearing  the  Patent  Office  Serial  No.  390,- 
287,  and  in  and  to  such  Letters  Patent  as  may  be  granted  upon 
3aid  application;  and  also  of  the  entire  ri£it,  title  and 
interest  in  and  to  a  certain  Improvement  in  Phonographs,  set 
forth  and  described  in  an  tpplication  filed  by  the  said  John 
E-.  Ott,  May  24,  1890,  and  bearing  the  Patent  Office  Serial 
No.  352,972,  and  in  and  to  such  Letters  Patent  as  may  be 
granted  upon  said  application;  and  also  of  the  entire  right, 
title  and  interest  in  and  to  a  certain  Improvement  in  Con¬ 
trolling  .Devices  for  Phonographs,  set  forth  and  described  in 
an  application  filed  by  the  said  John  E'.  Ott,  jointly  with  my¬ 
self,  December  29,  1890,  and  bearing  the  Patent  Office  Serial 
No'.  376,043,  and  in  and  to  such  Letters  Patent  as  may  be  grant¬ 
ed  upon  said  application;  and 

WHEREAS,  the  AUTOMATIC  PHONOGRAPH  EXHIBITION  COMPANY, a 
corporation  organized  and  existing  under  the  laws  of  the  State 
of  ,  and  having  its  principal  place  of  business  at 

the  tfity  of  New  York, is  desirous  of  acquiring  t£e  entire  right, 
title  and  interest  in  and  to  each  of  the  said  inventions 


I  and  improvements,  and  in  and  to  the  Letters  Patent  whi eh  have 
been  or  may  be  granted  therefor; 

NOW  THEREFORE,  To  all  whom  it  may  concern,  be  it 
known  that,  for  and  in  consideration  of  the  sum  of  One  Dollar, 
to  me  paid  by  the  said  Automatic  Phonograph  Exhibition  Company, 
the  receipt  of  which  is  hereby  acknowledged,  I,  the  said  Thomas 


I 


!  \ 

I  WHEREAS,  tho  undersigned,  AUTOMATIC  PHONOGRAPH  EXHIBI¬ 

TION  COMPANY,  a  corporation  organized  and  existing  under  the 
laws  of  the  State  of  ^  ,  and  having  its  prin¬ 

cipal  place  of  business  at  the  City  of  New  York,  is  the  owner, 
by  assignment  from  Thomas  A-.  Edison  of  Llewellyn  Park,  New 
Jersey,  of  the  entire  right,  title  and  interest  in  and  to 
Letters  Patent  of  the  United  States  No.  466,922,  dated  Janu¬ 
ary  12,  1892,  for  an  Improvement  in  Attachments  for  Phono¬ 
graphs,  and  in  and  to  the  invention  covered  by  said  Letters 
Patent;  and  also  of  the  entire  right,  title  and  interest  in 
and  to  the  Improvenent  in  Controlling  Devices  for  Phonographs, 
set  forth  and  described  in  the  joint  application  for  Letters 
Patent  of  the  United  Staton  ox  Thomas  A’.  Edison  and  John  FV 
Ott,  filed  December  29,  1890,  and  bearing  Patent  Office  Serial 
No.  376,043,  and  in  and  to  tho  Letters  Patent  which  may  be 
granted  upon  said  explication;  and  also  of  the  entire  right, 
title  and  interest  in  and  to  the  Improvement  in  Phonographs  ! 
3et  forth  and  described  in  the  application  for  Letters  Patent 
of  the  United  States  of  John  F.  Ott,  filed  May  24,  1890,  and 
bearing  the  Patent  Office  Serial  No.  352,972,  and  in  and  to 
the  Letters  Patent  which  may  be  granted  upon  said  ^plication; 
and  also  of  the  entire  right,  title  and  interest  in  and  to 
the  Inprovement  in  Coin-Controlled  Devices  for  Phonographs 
and  other  Apparatus,  set  forth  and  described  in  the  applica¬ 
tion  for  Letters  Patent  of  the  United  States  of  John  F.  Ott, 
filed  April  24,  1891,  and  bearing  the  Patent  Office  Serial 
No,  390,287,  and  in  and  to  the  Letters  Patent  which  may  be 
granted  upon  said  application; 

% 


-2- 


I 

AND  WHEREAS,  the  said.  Thomas  A'.  Edison  of  Llewellj/n 
Park,  New  Jersey,  is  desirous  of  obtaining  the  exclusive  ri$it, 
and  license  to  make, use  of  each  and  all  of  the  said  inven¬ 
tions  and  improvements  covered  by  said  patents  and  applica¬ 
tions,  for  such  purposes  and  uses , other  than  their  use  in  con¬ 
nection  with  phonographs  or  machines  or  apparatus  for  record¬ 
ing  and  reproducing  sound,  as  such  inventions  and  improvements 
are  applicable  to,  or  may  be  found  to  be  applicable  to  here¬ 
after; 

AND  WHEREAS ,  the  said  Automatic  Phonograph  Exhibition 
Company  desires  and  intends  to  make  use  of  said  inventions 
or  imp rov ements  only  in  connection  with  phonographs; 

NOW  THEREFORE,  in  consideration  of  the  sum  of  One 
Dollar,  paid  to  the  said  Automatic  Phonograph  Exhibition  Com¬ 
pany  by  the  said  Thomas  A.  Edison,  the  receipt  of  which  is 
hereby  acknowl edged,  the  said  Automatic  Phonograph  Exhibition 
Company  does  hereby  give  and  grant  untp  the  said  Thomas  AV 
Edison,  his  heirs  and  assigns,  the  exclusive  license  and 
privilege  of  making,  using  and  vending  the  inventions  and 
imp  rov  an  exits  covered  by  the  said  Letters  Patent  and  applica¬ 
tions,  for  all  uses  and  purposes,  and  in  connection  with  all 
classes  of  machines  or  apparatus  except  phonographs  or  machines 
or  apparatus  for  recording  and  reproducing  sound.  This  li¬ 
cense  is  to  continue  and  remain  in  foi’ce  for  the  entire  term 
of  the  Letters  Patent  already  granted,  and  for  the  entire 
term  of  such  Letters  Patent  as  may  be  granted  upon  the  said  i 
pending  applications  or  any  of  them. 

IN  WITNESS  WHEREOF,  the  said  Automatic  Phonograph 


f 


'{  ,'Mp.  Eaton's  Report  to  Mr.  Edison 
as  to  Final  Settlement  of  N.A.P.Oo 
Matters,  with  Valuable  Enclosures, 
Dated  June  9,  1892. 


! 


New  York  City,  June  9,  1892, 

Thomas  A,  Edison,  Esq., 

Deal’  Sir: 

Touching  the  final  settlement  of  pending 
matters  with  Jesse  H.  lippincottf.  and  The  North  American 
Phonograph  Company,  by  you  and  the  various  corporations 
which  you  represent,  I  beg  to  submit  the  following: 


(I)  Enclosed  please  find  a  copy  of  a  let¬ 
ter  of  even  date  herewith,  from  me  to  J.Adrianoe  Bush, 
Attorney  for  Jesse  H.  Lippincottt  and  The  North  American 
Phonograph  Company.  I  send  this  to  you  for  filing 
among  the  archives  of  your  office. 


(2)  Enclosed  please  find  a  copy  of  the  cer¬ 
tain  Agreement  as  to  collateral  seourity,  dated  June  X, 
1892,  between  The  N  rth  American  Phonograph  Company  and 
yourself.  This  Agreement  has  been  executed  by  both  of 
the  parties  thereto.  I  have  sent  one  oopy  to  Mr.  Bush 
for  his  clients,  and  now  enclose  the  other  copy  for  safe 
keeping  at  your  own  office. 


(3)  Enclosed  please  also  find  the  certain 
Promissory  Note  of  The  North  Amerioan  Phonograph  Company 

a 


-  i  - 


dated  April  I,  1892,  drawn  to  the  order  of  that  Company 
and  endorsed  by  it  in  blank,  for  $78,518.37,  the  same 
being  payable  ten  days  after  demand,  with  interest  at 
the  rate  of  six  rer  centum  per  annum  from  date  of  Note, 
payable  quarterly,  principal  and  interest  being  payablo 
at  the  office  of  the  said  The  North  American  Phonograph 
Company,  at  44  Broad  Street,  New  York  City.  This  is  the 
Promissory  Note  referred  to  in  the  above  mentioned  Agree¬ 
ment  as  collateral  security,  and  belongs  to  you.  This 
Note  bears  on  its  back  a  legend  as  follows; 

“Secured  by  deposit  with  T.A.Edison  of  Twelve 
"thousand  shares  of  stock  of  Edison  Phonograph  Company 
"as  per  Agreement  of  June  X,  189  2,  between  him  and 
the  maker  of  this  Note." 

(4)  Enclosed  further  please  find  a  letter 
from  Mr.  Bush  to  me,  dated  June  7,  1892,  together  with 
the  enclosure  which  came  to  me  in  said  letter,  viz:  "A 
"copy  of  the  Resolutions  passed  by  the  Board  of  Direo- 
"tors  of  The  North  American  Phonograph  Company,  at  the 
"meeting  of. May  31st,  1892,  and  referring  to  the  execu¬ 
tion  of  the  Agreement  •  between  said  Company  and  Mr.  Thom- 
"aB  A.  Edison,  in  respect  to  the  Note  of  §78,518.37,  and 
"accompanying  collateral".  X  send  you  this  letter  and 
enclosure  theroin,  for  your  files,  because  they  set  forth 
the  authority  whereby  the  above  men#oned  Promissory 
Note  and  Agreement  have  been  executed  by  the  said  The 
North  American  Phonograph  Company. 

-  2  - 


(5)  She  above  mentioned  Agreement  as  to 
Collateral  Security  provides  that  The  North  American 
Phonograph  Company  shall  give  you  12,000  shares  of  the 
stock  of  Edison  Phonograph  Company  to  be  held  by  you  as 
collateral  security  as  provided  for  in  said  Agreement. 

A  part  of  said  shares,  to  wit:  150  shares  commonly  known 
as  the  “Hemenway  Stock"  has  already  been  delivered  by 
Mr.  Bush  to  you  or  to  Mr.  Tate.  The  remainder,  to  wit: 
11,850  shares,  have  been  delivered  to  me,  and  I.  now  en¬ 
close  herewith  six  stook  certificates  therefor.  Please 
keep  them  safely  together  with  the  above  mentioned  150 
shares  which  you  already  have,  filing  them  with  the  above 
mentioned  Promissory  Note  and  Agreement.  All  of  the 
certificates  are  dated  July  3,  1888,  are  endorsed  in  blank 
and  are  described  below: 

Certificate  No.  29,  11,825  shares  in  the. name 
of  Thomas  A,  Edison, 

No.  30,  five  shares  in  the  name  of  J.C. Tomlinson. 

No.  31,  five  shares  in  the  nane  of  A.O.Tate. 

No.  32,  five  shares  in  the  name  of  Charles 

^at che lor. 

No.  33,  five  shares,  in  the  name  of  Thomas  A. 

Edi son. 

No. 34,  five  Sares  ,  in  the  name  of  E.T  .Gilli¬ 
land, 

Please  acknowledge  the  receipt  of  this 
letter  and  of  the  enclosures  as  set  forth  above. 


[ATTACHMENT] 


Copy  of  Mr.  Bush's  letter  of  June  7,  i 
1892,  to  Mr.  Eaton,  with  Copy  of  i 
Board  Resolutions;  sent  to  Mr.  Edi-  I 
son  in  Mr.  Eaton's  Letter  to  Mr.  E.,  I 
dated  June  9,  1892,  as  to  Final  Set-  j 
tlement  of  N.A.P.Co.  Matters. 


[ATTACHMENT] 


Gopy  of  Mr.  Bush’s-  Letter  of 
June  7,  189 S, to  Mr.  Eaton-  .. 
with  Copy  of  Board.- Resolution 
sent  to  Mr.  Edison  in  Mr.  Ea-; 
tons  Letter  to  Mr.  E.,  dated  ! 
June  9,1892,- as  to  Final  Set¬ 
tlement  of  E.A.P. Co.  matters. 


[ATTACHMENT] 


New  York,  June  7,  1892. 

Dio tat ed . 

My  clear  Major  Eaton: 

I  send  you  enclosed  herewith  a  oopy  of  the 
Resolutions  passed  by  the  Board  of  Directors  of  The 
North  American  Phonograph  Company,  at  the  Meeting  of  May 
31st,  1892,  and  referring  to  the  execution  of  the  Agree¬ 
ment  between  said  Company  and  Mr.  Thomas  A.  Edison,  in 
respect  to  the  note  of  $78,518.37,  and  accompanying  col¬ 
lateral 

Yours  very  truly 

(Signed)  J.Adriance  Bush. 

To 

S.B.Eaton,  Esq, 


Mr.  Bush  called  the  attention  of  the  Board  to 
the  directions  that  had  been  given  at  the  Stockholders 
Meeting,  held  oa  he  29th  day  of  April,  1892,  and  sub¬ 
sequently  acted  upon  by  the  Board  of  Directors  whereby, 
among  other  things,  it  was  provided  that  in  connecting 
with  the  settlement  with  Mr.  Thomas  A.  Edison  of  the 
amount  due  April  1st,  1892,  to  wit,  the  sum  of  $78,518.37 
on- note  of  Jesse  H.  liippinoottt,  endorsed  by  this  Company 
and  the  executing  and  delivering  of  a  promissory  note  of 


Ji 


[ATTACHMENT] 


% 


this  Company,  payable  ten  days  after  demand,  with  inter¬ 
est  at  the  rate  of  six  per  centum  per  annum,  and  with 
Stock  of  the  Edison  Phonograph  Company,  as  collateral 
there  should  be  executed  and  delivered  to  Mr.  Edison 
any  Agreement  necessary  to  provide  for  the  protection  of 
Mr.  Edison  in  the  possession  of  the  collateral  aforesaid, 
and  the  enforcement  of  his  rights  in  respect  thereto  in 
the  event  of  default  of  the  payment  of  said  note,  and  re¬ 
ported  that,  in  pursuance  of  said  directions  the  Presi¬ 
dent  of  the  Company  had  caused  to  be  prepared  an  Agree¬ 
ment  between  said  Edison  and  this  Company  as  follows; 

(Inser  t  Agreement). 

Mr.  Bush  thereupon  offered  the  following  Resolu¬ 
tions  which  were  seconded  by  Mr.  Nolan  and  were  unanimous 
ly  adopted; 

Resolved,  that  the  President,  or  other  proper 
officers  of  this  Company  be  and  they  are  hereby  author¬ 
ized  and  direoted  to  execute  on  behalf  of  and  in  the  name 
of  this  Company,  and  that  the  Secretary  of  this  Company 
be  and  he  is  hereby  authorized  and  direoted  to  attest,  j 
seal  withthe  seal  of  this  Company,  and  deliver  to  Mr. 

Xhomas  A.  Edison,  and  to  enter  into  an  agreement  on  be¬ 
half  of  this  Company,  in  conformity  with  the  draft  of  the 
proposed  Agreement  submitted  by  Mr.  Pish,  and 

Resolved,  that  the  President  and  Treasurer  of 
this  Company,  or  other  proper  officers  of  this  Company, 
or  any  or  either  of  them,  be  and  they  are  hereby  author¬ 
ized  to  make,  execute,  endorse  and  deliver  to  Mr.  Thomas 


[ATTACHMENT] 


0 


A.  Edison  a  promissory  note  of  this  Company  in  the  su  m 
of  $78,518.37,  dated  April  l8t,  1892,  said  note  to  be 
drawn  to  the  order  of  this  Company,  and  to  be  endorsed 
by  it  in  blank,  to  bear  interest  fr  m  April  I,  1892,  and 
to  be  payable  ten  days  after  demand  and,  simultaneously 
with  the  delivery  of  said  note,  to  deliver  to  said  Edi¬ 
son,  as  collateral  security  therefor,  and  under  and  pur¬ 
suant  to  the  terms  of  the  Agreement  hereinbefore  directed 
to  be  executed  and  delivered.  Stock  certificates  belong¬ 
ing  to  this  Company  a  d  representing  the  entire  capital 
stock  of  the  Edison  Phonograph  Company,  that  is  to  say, 
12,000  shares  of  said  Capital  Stock. 


Q 


[ATTACHMENT] 


Copy  of  Letter  from  Mr.  Eaton  to 
Mr.  Bush,  sent  to  Mr.  Edison  in 
Mr.  Eaton's  Letter  .to  Mr.  E.,  dated 
Juno  9,  1892,  as  to  Pinal  Settlement 
of  N.A.P.Co.  Matters. 


[ATTACHMENT] 


EATON  &  LEWIS 
S.B.EATON 


44-  ed 


— June  ^yiocrar 


J.Aclrinnoo  Bush,  Ksq. ,, 

Attorney  for  Josso  H,  UppliwciU  and  Tho  ’forth 
American  Phonograph  Company . 


■  ss.sr.* 

. 10  .foit.i  American.  Phonograph  Company  and  Thomas  A*  Kdi son  T^i., 

’forth  a0*  80"fc  t0  you  «“*•  tho  files  or  the  mid  Tho 

•foith  Amor  loan  Phonograph  Company.  , ... 

Of  Jobs"  lf  VlTa  find  tho  oe«ain  Promissory  koto 

cos-  j,  hij.pinoott.,  onaorsod  by  Tho  Worth  Amor;  con  Phono  I'l-nnv, 

havinr;^boon°^ivon  ^fllEor!* 

~<a: uissJAasrirA 

tho  hypothooia, ( th  at  *  this  coSSrti’Joment'of1^!.!  J*  SJo^be!" 

sssTtfs0^ 

S  orScS  ’  0d  •annUll0rt  ™  if!  or  no  further  roroo 


\ 


[ATTACHMENT] 


m&mmmmr 

.o,m,,any  undar  »*  ^tio^o 


(5)  I  havo  already  received  from- you  in  your  favor 
Pf  the  7th  inat . ,  a  copy  of  the  Resolutions  paaaed  by  the  Hoard  of 
Directors  of  The  Horth  American  Phonograph  Company,  on  May  31 ,100::, 
authorizing  the  execution  of  the  above  mentioned  Promissory  Koto 
and  Agreements. 


Please  acknowledge  the  receipt  of  this  letter  to¬ 
gether  with  the  enclosed  Agreement  and  Note  mentioned  abovo,  and 
believe  me  to  remain, 


Very  truly  yours, 


[ATTACHMENT] 


'Ohcuhtdj , L  c/ejriJ-' /wjji 'Jjfc&famx/ 


a/WtMn/hd Jjwie/  /  ,  /J^? 

enfrihi/  fnudffJ  fni&. 


[ATTACHMENT] 


[ATTACHMENT] 


I  C\~*-^o  _cfzt^rm.  f?,  f  >^.  .r^jl^r|  T 


L_.  __J.K 


^-v*-Cy  \^-&-<L^. - «?r^ — dOd — 


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C^H-  U-o^,  JzXT±r~<rt* 


t >V-e- ^a=^jjr  -<^s^_^ 

Ci>  - Cft^n. 


[ATTACHMENT] 


[ATTACHMENT] 


*8' 


a UjLeJ&zz  ^ 

U  O-o-v-y 

«J, 

4^Liic^.  «_  o_w 

(^AyQ^SLe^C^e,  ^CXJXK?  Cr-pcceQa,  Co  (Jj^j^,  o-^f~~.= 

jj  ‘ =‘'f"'(j  . ^ 

'  LcJttZL . Cc^U^,  c 

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e  ^>Y-<  <4Le,  (_u-(L-*—eJLs  ( o-^g-o  ^£Ltx_a_^ 

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tter 

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srsrfjrs- 

O  -*c  j  «-,  ^C^CfZ^,  U. 

6-2u  e 


[ATTACHMENT] 


(2)  Translation  of  agreement  of  Biedmann,  Air-linden  and  Cherbuliez 
with  Geneva  Gas  Co.  and  others  relative  to  organization  of  Societe 
BUisse  D'Eleotrique  and  Sooiete  D'Appareillage  filectrique. 


The  above  documents  were  sent  to  Mp*  Tate  by  mail  Dec. 4th,  91. 


The  above  mentioned  papers  were  handed  by  Mr.  Tate  to  Major  Eaton 
for  an  opinion  thereon,  Dec.  5th,  1891.  See  Mr.  Tate's  letter  of 


..t=-^CElVE3  M  c 

)0  WALL  STREET,  I  V'  .1  t 


.  -  "L'V\^, 

i  k 

(Dictated) 

October  29th.  1892. 


My  dear  Mr.  Tate! 


Replying  to  your  favor  of  October  11th.  1892, 
which  has  remained  without  reply  owing  to  business  engagements  and 
absence,  would  say  that, as  I  stated  to  you,  the  6100  Shares  of 
Stock  were  separated  from  all  connection  with  the  note  and  became 
the  absolute  property  of  Mr.  Edison  prior  to  January  10th.  1891. 

In  respect  to  the  note  there  was  one  Agreement,  copy  of  which  was 
not  handed  to  you  for  the  reason  that  Mr.  Eaton,  in  his  favor  of 
June  9th,  1892,  advised  me  that  one  copy  remained  in  the  possession 
of  Mr.  Edison,  however,  as  some  of  the  papers  seem  to  be  mis- laid, 

I  can  probably  do  noibetter  than  to  send  you  enclosed  herewith  a 
copy  of  the  Agreement  of  June  1st.  1892,  together  with  a  copy  of 
Major  Eaton’s  letter  of  June  9th.  1892,  which  explains  the  entire 
situation.  Every  possible  precaution  that  oould  be  taken  for  the 
protection  of  Mr.  Edison,  I  think  was  perfected  by  either  Major 
Eaton,  or  myself.  Kindly  acknowledge  receipt  of  these  papers  and. 
oblige. 


.Yours.  vopy.  truly,  .-s 

_  j 


.Daai*  Mr.  Edison:- 

I  unclose  herewith  a  latter  for  Woerishoffar 
A  Co.  which  will  enable  me  to  complete  the  transaction  after  I 
get  to  Chicago.  Immediately  upon  my  arrival  there  I  will  investi¬ 
gate  this  matter  and  wire  you  full  particulars.  If  these  are 
satisfactory,  please  have  this  letter  sent  imnediately  to  Messrs. 
Woarishof fer  A  Co.,  so  that  we  will  not  have  to  risk  any  dolay  in 
closing  the  deal. 

On  Tuesday  the  interest  on  the  N.  A.  P.  Co.  bonds  will  be 
paid  into  you,  and  it  amounts  to  sixty-seven  hundred  dollars  odd. 


Yours  very  truly. 


Thomas  A.  Edison,  Esq. 


[ATTACHMENT] 


THE  WESTERN  UWIOIff  TELEGRAPH  COMP  AMY. 


[ATTACHMENT] 


'<%'n&^iamtvtd(iStetZ  ■/  ■  ■ 

MhrtS*. 

;/M»'MMt.-tyf4!Cyf>%'m 


7A>%y^ 


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>  t€ZeoiAA£—' 


[ATTACHMENT] 


Mstuyta' 


Jcctc-  * 


XzP 


;0^« 


4  -spV<~4^4  v//l\Xs' 

yi2^^0 

^  (^1^  ^£Z^. 

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Copy. 

November  1st,  1892. 

For  flood  and  valuable  consideration,  the  receipt  of  which  is 
hereby  acknowledged,  the  subscribers  Thomas  R.  lombard  and  A.  0. 
Tate,  agree  to  permit  Mr.  Erastus  A.  Benson  to  participate  to  the 
extent  of  one- third  in  any  interest  which  they  now  have  or  may 
hereafter  acquire  in  the  earninfls  of  the  invention  or  Thomas  A. 
Edison  known  as  the  Kinotoflraph  durinfl  the  torm  of  the  exhibition' 
of  this  instrument  at  the  World's  Columbian  Exposition,  and  to  the 
same  extent  in  any  ownership  in  the  said  instruments  and  appliances 
therefor  so  exhibited  which  they  hereafter  may  acquire.  It  being 
understood  and  agreed  that  tho  said  Krastus  A.  Benson  will  pay 
when  called  upon  to  do  so  one-third  of  the  preliminary  expense 
which  must  bo  incurred  in  the  transportation  and  installation  of 
the  said  machines,  employment  of  help  and  other  necessary  and 
appropriate  incidentals. 

(THOMAS  R.  LOMBARD 
(Signed)  : 

(A.  0.  Tate. 

Witness  to  the  above 

(Signed)  E.  A.  Benson. 


[ATTACHMENT] 


l9*vqar?  23,  1893 


My  Dear  Mi*.  Edison: 

t  wc t«  Mr.  I»mbard\tn  re5ard  to  »*  interest 
^loh  yW  hftvo  given  «•  In  the.  K|n.to«^he,\ t  tie  World’ s  Fair, 
and  X  —’•**'*  •*  «  letter  fmc  hi>»  u„der  *jto  of  17fch  * — 

of  which  the  following  u  an  extract  * 

"r  aaSUae’  °f  eoUraa-  **  the  niaahJ.ries  v*  ^  ¥;11  b00Dma 
the  joint  property  of  Mr.  *41**  and  cursives,  m4  ^  di5po3l 
of  after  the  Fair  in  ova*.  W  «jl  M  no  diificiatr  i»  -ttin, 
at  least  $500.  apiece  for  thMe  machines,  at;  the  Sfcart,  and  if  giv 
the  opportuni  fcy  of  dlspcsing  of  the sane,  I  should,'  I  thint,  be 
able  to  do  as  well  Sot  h.  KdJa.n  «  t5y0ne  else,  sna  1  hope  that 
he  will  not  ti e  himself  W*o  ai.yo*?  until  he  has  given  the  matte* 
considerable  thought/",'  j 

Waa  it  your  int»tior«  to  glvijjuo  any  proprietary  interest  in 
the  Kinetographe  je &  at  the  Wvrl|s  Pair,  Af+nr  the  eiose  of 


exposition? 


/, 


"Xoiirs  verylt*aly, 


NORTH 'AMERICAN  PHONOGRAPH  CO. 


Dec . 


8th, 1892. 


My  hear  Mr.  Rdison;- 

X  enclose  herewith  copy  of  a  memorandum  which  I  sent 
to  Mr.  Seligman  concerning  the  agreement  of  the  Rnglish  Syndicate. 

T-  believe  that  I  have  covered  everything  that  was  discussed  at  our 
meeting  at  Mr.  Seligman's  house.  I  have  written  a  memorandum  con¬ 
cerning  the  manufacturing  rights  whidi  it  was  unnecessary  to  touch 
upon  in  the  enclosed.  You  will  recollect  that  the  principal 
points  -were  tho  method  of  computing  manufacturing  costs  and  the 
rights  to  your  patents. 

Yours  very  truly, 


Thomas  A.  Rdison,  Rsq., 
Orange,  N..T. 


WHEREAS,  I,  ARTHUR  E.  KENNELLY  of  Orange,  County  of  Essex 
and  State  of  New  Jersey,  have  invented  certain  new  and  useful 
improvements  in  Static  Volt  Meters,  for  which  I  have  made  ap¬ 
plication  for  Letters  Patent  of  the  United  States,  No.  442,361 
filed  August  6,  1892;  and 

WHEREAS,  THOMAS  A.  EDISON  of  the  same  place  is  desirous 
of  acquiring  an  interest  in  said  invention  and  in  the  Letters 
Patent  to  be  obtained  therefor: 

|  N0W  THEREFORE,  to  all  whom  it  may  concern,  be  it  known 
that  for  and  in  consideration  of  the  sum  of  one  dollar  to 
me  in  hand  paid,  the  receipt  of  which  is  hereby  acknowledged, 

I,  the  said  Arthur  E.  Kennelly,  have  sold,  assigned  and 
transferred,  and  by  these  presents  do  sell,  assign  and  trans¬ 
fer  unto  the  said  Thomas  A.  Edison,  all  the  right,  title  and 
interest  in  and  to  the  said  invention  as  fully  set  forth  and 
described  in  the  specification  of  said  application;  and  I  do 
hereby  authorize  and  request  the  Commissioner  of  Patents  to 
issue  the  said  Letters  Patent  to  the  said  Thomas  A.  Edison. 

IN  TESTIMONY  WHERE OP ,  I  have  hereunto  set  my  hand  and 
affixed  my  seal,  this  day  of  1892.  . 


In  the  presei 

§<rjt (flcisi 


HARRY  F.  MILLER  FILE 


1893 


promises,  and  asking  for  the  delivery  of  certain  assignments  ex¬ 
ecuted  by  you, 

I  enclose  the  originals  of  said  letter  and  extracts  ffom 
minutes,  also  5  assignments  by  you  to  the  Edison  United  Phono¬ 
graph  Company  of  certain  foreign  patents,  namely  2  assignments 
of  Italian  patents,  2  assignments  of  German  patents,  and  1  assign¬ 
ment  of  Austrian  patents.  These  assignments  are  the  papers  which 
I  have  held  in  accordance  with  your  instructions  until  the  receipt 
of  the  ratification  by  the  Board  of  Directors  of  the  promise  to 
execute  return  assignments  to  you  for  dolls  etc. 

I  now  beg  to  forward  all  these  papers  to  you  for  your 
attention. 


Kindly  acknowledge 


iipt,  and  oblige 


[ENCLOSURE] 


J7C>ir/‘i/  Sn/it/MW,  '/ruMuivir 

$  ?/■.  7/trn  yjf/j/i  Sttwe&tr 


t>.  b.  jsaton  jssq., 

42  Broad  Street, 

New  York  City. 

Dear  Sir:- 

We  bee  to  hand  you  herewith  extracts  taken  from  the 
Minutes  of  a  Meeting  of  the  Board  of  Directors  of  this  Company, 
held  at  their  office  in  the  Mills  Building,  on  Monday  December  I9th 
1892,  bearing  upon  the  requirement  of  Mr.  Edis an,  that  this  Company 
execute  a  return  ^ioensd  tohftrbji,  for  dolls,  toys,  toy-figures  and 
clocks,  to  correspond  with  assignments  of  Phonograph  Patents,re- 
ceived  by  this  Company  from  him  in  'which  the  reservation,  as  to 
dolls,  toys,  toy-figures  and  clocks  is  not  contained. 

Certain  documents  have  been  exeouted  by  Mr.  Edison,  and 
are  retained  by  you,  awaiting  the  action  of  the  Board  of  Directors 
of  ttiis  Company  as  above,  for  ITALY,  GERMANY  and  AUSTRIA. 

As  soon  as  the  various  patents  shall  have  been  recorded  4 
in  this  Company's  name,  we  will  execute  the  return  licenses  as 
stated.  Kindly  send  us  these  documents  as  soon  as  possible,  and 
much  oblige.  Yours  very  truly. 


Secretary 


[ENCLOSURE] 


■J/hwm  (ms/tnmi  fim/thuA  > 
■Jltrvt/tr.i  .yf.  l',W,7?irJiWi:nA 


•PTfijiri/  d$r/tt/uMn;  ifnuumvir 

{/.  /Z,.7//0/vjtWS C$mr//r/y 


MILLS  BUILDING. 

7/mr7^/r-/z_~  — _ «... 

Extract;;  from  Minutes  of  Meeting  of  Board  of  Directors  of  Edison 
United  Phonograph  Company,  held  at  their  office  in  the^  Mills 
Building,  on  Monday  Deoember  I9th  1892,  at  dne  o'clock  P.M. 


"Mr.  S.  B.  Eaton,  Attorney  for  Mr.  Thomas  A.  Edison, 
enclosed  to  this  Company  in  his  letter  of  August  25th  1891,  two 
assignments  of  Patents  for  Norway  &  Sweden  Case  96,  solely  for  the 
purpose  of  preparing  a  form  of  return  license,  securing  to  Mr. 
Edison  his  rijgxts  in  said  patents,  so  far  as  they  relate  to  dolls, 
toys,  toy-figures  and  clocks. 

Mr.  S.  B.  Eaton's  letter  of  September  I4th  1891,  para¬ 
graph  3  notifies  this  Company  they  are  free  to  use  said  two  assign-? 
ments,  which  were  executed  and  acknowledged  by  MR/  Thomas  A. 

Edison,  on  certain  conditions.  These  conditions  are  complied  with 
in  the  Secretary's  letters  (2)  to  Mr.  Eatonndated  September  21st  18 
1891,  and  Mr.  Eaton's  letter  of  September  30th  1891,  to  this  Company 
accepts  them. 

.  On  Motion  of  Mr.  Dolan  duly  seoonded  the  Secretary's 
letters  and  return  license  as  above  were  approved,,  and  the  Offioers 
authorized  to  execute  said  license."  ( 


[ENCLOSURE] 


Extracts  from  Minutes  of  Meeting  of  Board  of  Directors  of 
Edison  United  Phonograph  Company  held  at  their  office  in 
the  Mills  Building,  on  Monday  December  I9th  1892,  at  One 
o'clock  P.M. 


Certsin  papers,  documents  and  Powers  of  Attorney,  under 
the  seal  of  the  Company,  looking  to  the  transfer  to  this 
Company  of  Litters  Patent  in  foreign  countries,  known 
princippaly  as  Cases,  numbered  84,  85,  86,  86a,  87,  87a, 

87b,  88,  88a,  90,  90a,  90b,  90d,  90e,  91,  91a,  90,  96a, 

96b,  96c,  96d,  96e,  96f,  have  been  executed  by  the  Officer*) 
j°f  this  frtm  time  to  time,  under  the  guidance  and 

approval  of  Counsel. 

On  motion  of  Mr.  Dolan  duly  seconded  it  was  Resolved,  that 
this  Board  sanction  and  approve  said  documents,  papers, 
and  Powers  of  Attorney  as  above,  also  Company’s  letters  in 
relation  to  the  securing  to  this  Company,  its  rights  in 
Phonograph  Patents,  in  foreign  countries,  and  notably  those 
letters  referring  to  return  licenses  to  Mr.  Thomas  A. 

Edison  as  follows 

Secretary's  letter  to  Thomas  A.  Edison,  dated  April  I2th 
1892 

Secretarial  slett er  to  S.  B.  Eaton,  dated  April  l2th  1892. 

Secret ary •fialetter  to  Thomas  A.  Edison,  dated  June  3rd 
1892. 

Secretary's  letter  to  S.  B.  Eaton,  dated  August^Iet-ragB 

referring  to  New  Zealand  Case  96. _ _  ’’’* 

®he^Pres£dent^»»J'ae^r®tary  are  also  authorized,  under 
•  tho^app roval  of  Cpunsel,  to  execute  and  deliver  to  Mr. 

Thomas  A.  Edison,  a  return  free  and  exclusive  license  for 
&lls,  toys,  ?toy-^ures  and  clocks  to  correspond  with  all 


[ENCLOSURE] 


-2- 

Extracts  from  Minutes  Continued. 

Assignments  of  Phonograph  Patents  received  by  this 
Company  from  Thomas  A.  Edison,  in  which  the  reservation 


as  to  dolls,  toys,  toy-figures  and  clocks  is  not  con¬ 
tained 

<j’.  o$: 


In  consideration  of  the  sum  of  Two  Hundred  Hollars  in 


[ATTACHMENT] 


C, 

‘■'A™/ 


J^y/y:)#//,  Cs/r/ys  9/  \ 

^///vrstyJ  9 

/'/fr  'yJwtrffov 


*  /hyr  ?ty'>r/y, 


April  17, 


•/JZr.y,..//,., 

yj*J.  t 


/M 


Thomas  A.  Edison,  Esq., 

Orange,  New  Jersey,. 

My  hear  Slr:- 

In  accordance  with  our  conversation  and  understanding 
o£  Saturday,  I  write  to  confirm  the  same  and  ask  you  to  send 
memorandum  of  agreement,  signed  by  yourself  and  Mr.  Kenny,  to 
reach  me  by  Wednesday’s  mail  to  170  Broadway,  New  York.,  and  I 
will  mail  you  check  for  $200.  Please  make  option  to  Leonard 
Pauls  on,  Jr.,  Trustee,  87  Leonard  Street,  N.  Y.  My  understanding 
is  as  follows:  That  in  consideration  of  $200.  you  will  give 

option  for  one  year  to  purchase  the  Letters  Patent  granted  to  you 
and  Patrick  Kenny,  dated  July  19th,  1892,  No.  479,184,  upon 
paying  sum  of* 

I  hope 

you  will  keep  this  as  near  $10,000.  as  possible,  as  my  clients 
only  regard  the  patent  as  valuable  in  a  secondary  manner.  I 
would  prefer  that  the  gentleman  of  whom  we  talked  Saturday  should 
have  no  knowledge  of  our  transaction,  and  I  hope  that  Mr.  Kenny 
understands  him  as  you  seem  to  do.  I  think  the  option  should 


[ATTACHMENT] 


■  A,’r  ?/,U: 


V/fT.j //tty //>//.  $}tty/tc 


m 


cover  England,  Prance  and  Belgium,  as  we  have  taken  patents  in 
these  countries.  I  will  mention  to  Mr.  Denison  what  you  said 
in  regard  to  helping  him  if  he  struck  "a  bug".  I  would  be  pleased 
to  see  you  on  Wednesday  next  say  3  P.  M.  at  Mr.  Denison's  shop, 

143  Centre  Street,  New  York,  to  examine  machine.  I  will  be  in 
Philadelphia  to-morrow  and  New  York  Wednesday. 


[ATTACHMENT] 


>'-y  O 


[ATTACHMENT] 


Thomas  A.Bdison,  Ksq . , 
Orange,  JT.J. 


Dear  sir: 

1  regret  very  much  no  t  hearing  Tran  you,  as  time 
is  of  some  importanee  in  arranging  the  matter  we  talked  about. 

1  since  rel  y  hope  that  Hr. Kenney  has  not  committed  himself  to  the 
genti  anaji  whose  name  we  canvassed  at  our  conversation.  He  in¬ 
timated  to  me  at  one  time  that  he  had  control  of  llr .Kenney' s  in¬ 
terest  on  come  basis,  and  if  this  should  be  a  fact  )  would1  be 
pleased  to  have  the  document  to  cover  whatever  instrument.. you  might 
control  on  the  best  possible  basis,  and  under  these  circumstances 
1  should  think  the  pajment  of  $200  should  be  eliminated. 

1  expect  to  be  in  Hew  York  on  Wednesday  and  would  be  glad 
to  hear  from  you  at,  my  office,  170  Broadway. 


Yours  truly, 


[ATTACHMENT] 


QjwLL  Zd-'" 

Vln  cryvyju  &>cuifcjj 

^  I70  /b fnrCL*iw*a*jl 

KUa. r  tjyKj 

^DsnJU'  -Jaaj!-  A 

L  A 

$  £x.<l  Ao  4aa.c£c<u.  '^,nAj  i AinUjuCtAj  /<x*  /ur^j  rjj  1 

■Uj-AaIA,  ^  oau  bn**,  lr^  $/Knj  </dw^- 

jbAju  aaa  cJL  «.*  A-j  ccci/\ivvvt  &*aU-^  '  (ywuAnj  -urvAAy  ^  tn*/U 
Oj^AA  cnrojj  ^4 Sjl<aaju  Jjpurixnci/  JLy  un, 

jfl^ckrJLdj  iOALLan*  /OuU**  ^  AJ-aAfiA  y 

jWtcuiD  fchj  (HyVUlMAvM  OAAcb  J~-ryiArt*A&t  la^xxs 


[ATTACHMENT] 


V>._  '  /Jfao'omc&wity’, 

PHILADELPHIA  '  ,y  \  ;\ltin'ltrl|  &  Cointorllov 

•n  ommur  •theit,  •  ^  .  ..  1\  /  *»  BROADWAY 


Dear  Sir: 

1  called  you  up  on  the  phone  about  a  month  ago  and  was  very 
sorry  to  hear  that  you  were  ill.  1  had  intended  writing  but 
delayed  it  and  have  since  been  absent  the  greater  part  of  the  time. 
1  do  not  know  whether  you  are  aware  of  the  fact,  but  on  the  3rd 
of  December  of  last  year  the  factory  and  all  the  machinery 
together  with  all  the  working  drawings  of  the  American  Auto  T  ele- 
graph  Company  were  destroyed  by  fire  and  without  any  insurance. 

This  fact  together  with  the  condition  of  the  times  making  it  almost 
impossible  to  exploit  any  invention,  has  rendered  it  very  difficult 
to  complete  affairs  in  such  a  form  as  to  comply  with  the  option  to 
control  the  Edison  and  Kenney  patent  which  expires  May  1st,  1894. 

I  may  say  to  you  that  had  it  not  been  for  the  fire,  there  is 
little  doubt  in  my  mind  that  a  complet tbhnof  the  optlon  would  have 
been  the  result,  as  negotiations  were  in  progress  for  a  demonstra¬ 
tion  in  England,  Philadelpgia,  Chicago  and  New  York  based  upon 
contracts  which  would  have  been  fulfilled  had  the  demonstrations 
been  as  satisfactory  as  those  made  the  parties  negotiating  the 
patents. 


[ATTACHMENT] 


Thomas  A.  Edison,  Esq., 


April  2,  189*. 


The  factory  has  been  re-established  and  work  on  the  machines 
is  about  being  commenced  and  it  is  expected  that  two  sets  of 
machines  will  be  rebuilt  with  such  improvements  as  grow  out  of  the 
past  experience,  and  l  have  asked  Mr.  Denison  from  time  to  time  to 
see  you  if  necessary  with  a  view  of  embodying  the  ideas  suggested 
of  reproducing  a  message  written  in  ink  instead  of  indentation. 

1  write  now  to  know  whether  under  the  circumstances  growing 
out  of  the  misfortunes  over  which  we  have  had  no  control,  whether 
you  will  not  extend  the  option  on  the  Edison  and  Kenney  patent 
until  October  1st,  1894.  l  trust  you  will  not  ask  us  to  pay 
anything  for  this  as  the  great  loss  incident  to  the  machinery  and 
machines  by  fire,  of  which  the  Company  had  material  for  12  sets, 
and  the  expense  of  rebuilding  will  give  the  Company  all  that  thly 
can  possibly  do.  At  the  sametime  1  should  like  to  ask  whether  we 
could  in  any  manner  control  the  patents  for  England,  Belgium  and 
Prance  as  matter  of  title  in  connection  with  the  sale  of  the 
foreign  patents,  and  if  so,  on  what  terns. 

As  1  am  expecting  to  leave  for  California  by  the  10th  of 
April  1  should  be  indebted  to  you  for  an  early  reply,  and  if  you 

desire  1  will  call  personally  to  explain  more  in  detail  what  1  have 
written. 


[ATTACHMENT] 


,/ 


Qo+n.tcJ.j  ft&tAsVUjI  £>*tj 

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.  '  hgAAT 

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'  ■aq.  j&tMadfrib  s^*cJ  odd. \j£ 


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[ATTACHMENT] 


\m n  ioC) 


4^; 

^  ^Hc^rzeot*^  - 

M'JC  yS  xf&uxfy  c&ict O 

'&UUL  /ZfrHtiL^  ?<yu^  {ySte  &'/t.. . 
<%-0CcC''^o  tf-yy  igjiMwi/ '  yo^<-x^/ 

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[ATTACHMENT] 


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/C{/-Q£^ .  /n^  3^ — 

/&-6/')Us?w  i  ctsi  c 

Ca£jL^w~^<yiL.,  cU~^> 

(pJ^iMMjL^ 


MORTGAGE. 


Cftfe  Indenture. 


iade  the  *^7 MJlitty  ACtrudft  ■ 

thousand  eight  hundred  and  ninety  . Id-wd.  _ _ 


-  day  of 

Bettoeen 


-S^zMl  Crm  a*t/  Of-  y^UcdfU./  ^u^^f/rtv-usJci^ 
j  CLUCi  ^teebi.  Q,f% Lit CUteC 

,  jftotual  Htfe  gugmance  Company,  o t  jfteto#orft,  « hod,,  a 

8j  the  said  <bH^(nucU-  L^/'  <E)CU>lrv t,  .U  _ 


'  &  tr/c- 

>  of  the  second  part  i  _ 


^^yUO-Uofy  C^y^crot. 


justly  indebted  to  the  said  pat 


USiCU-  CsC/ 


of  the  ^ bulled  States  of  Sffm, 


cured  to  be  paid  by  '^Lcy  _ 


i  bond,  beat 

*OT^fcj>  *:^^lO-Uy£<&CCCC - 

to  the  said  parties  of  the  second  part,  at  their  office  in.  the  (Sity  of%cw-cfiorh,  on  the  joint  receipt 


of  the  second  part  in  the  sum  of 

-  dollars,  lawful  money 

even  date  herewith,  in  the  penal  sum  of 
_  dollars, 


!  conditional  for  the  paym 
j  of  their  President  and  Secretary,  and  not  otherwise,  or  to  their  assigns,  of  the  said 

- - — -  ''^Jy&Uri,u£y  <:Zy&o-U^£UL<?C  - 

:  on  the  Tyrst  -  <%  of  ^Uay _  , 


nof 


thousand  eight  hundred  and  'Hc^tvfy ^X07~-  and 

interest  thereon  at  the  rate  of  jdy)  -  per  centum  per  annum,  payable  half-yearly  on  the  _  dayi  of  ^<nn^U>W^\ 

j  and  Aiatf  _  • ,  cach  ^  and  upon  dcfauU  fm  tldxtji  ^  t  wmc(i(  gf  .ntmdl  ^  afgtcM!dj  thm  fn  {he 

1  fmlUitk  °f  illa  Mid  <*inciraL  Mm’  lh°  ®°'n  «  assigns  so  elect,  reference  being  thereunto  had,  may  more  fully  appear. 
j  J30to  m  attoenmre  mitnemtj),  Vhat  the  said  par,J_  of  the  first  part,  for  the  better  securing  the  payment  of  the 
1  said  sum  of  money,  and  also  for  and  in  consideration  of  the  sum  of  one  dollar,  to  ti^-in  hand  paid  by  the  Said  parties  of  the 
second  part,  the  receipt  whereof  is  hereby  acknowledged,  ha  Vi.  granted,  bargained,  sold,  aliened,  released,  conveyed  and  confirmed, 

and  by  these  presents  do -  grant,  bargain,  sell,  alien,  release,  convey  and  confirm  unto  the  Said  parties  of  the  second  part,  and 

totheir  successors  and  assigns  forever,  fflyW  certain  lot  piece  or  parcel  of  land  situate  in  the^un^ 

On<XU^.,  (yfu^UcSCc/  and  bounded  and  described  as  follows  (and  being  the  same 

pauses  attended  to  be  shown  on  the  annexed  diagram)  ••  cJifc.  &bf^cu.Urdj  .Cffntvr  fcy  I 

y^acL  aud  k§/auucd  dmm'b)  ifuuct  alcry  ycud  ^Jauids.  ItcJu/h  JbJ-fiuHtLd 

aufLj  yv^C  ^diJcuicb  (jfzfwutd  c/vMLy,  -tibokvj' 
■tee.  aMity.  /tu.  /ccaj-dyut  ^ 

yfaoc  Jti/-  aud  ftcorfy 


Hum&kMu  tjfdferf-tbJfuL  %QdtLr?u  Jt'cfjL  & 


.tutcuaud-  &cuwu 
/umdid  .ut  lb-  ^ 
OM-^acjt.  (oG  Jjc. 


‘jf  &  ^  &  Jtoux, /htuuwu ,  caunuzcL  /tfasmcC  <=%unu<u,rf. 

^J-^frairu  duct  ^vy  %<&&,  %ptcu£$x  £cuf  }fiUcul 


with  the  tenement!,  hereditaments  and  appurtenances  thereunto  belonging,  and  the  r 

d,y,vkf4^L ,  elecuu  CLud  ckutciucb  _ 


s  and  profits 


thereof,  3ttft  SlgO  all  the  estate  and  interest 
whatsoever,  of  the  said  partXj.  of  the  first  part  therein ;  CO  Qabe  atlS  tO  IlOltl  the  said  premises,  with  the  appurtenances,  unto 
the  said  parties  of  the  second  part,  their  successors,  legal  representatives  and  assigns,  to  their  only  proper  use,  benefit  and  behoof 
f  3ttt)  the  said  pari  ty  ^of  the  first  part  and  myr  heirs,  the  above  described  and  granted  premises,  and  every  part  thereof, 

mth  the  appurtenances,  in  the  quiet  and  peaceable  possession  of  the  said  parties  of  the  second  part,  their  successors  and  assigns, 
against  every  person  whomsoever  will  Stout  and  forever  geted).  SltPaVg.  and  these  presents  arc  upon  this 

e,press  condition,  that  if  the  said  principal  and  interest  moneys  shall  be  fully  paid  at  the  times  and  in  the  manner  therein  specified, 
and  the  other  covenants  and  agreements  herein  contained  on  the  part  of  the  said  part  of  the  first  part  shall  be  fulfilled  and 

observed;  that  then  these  presents,  and  the  estate  hereby  granted,  shall  cease,  determine  and  be  utterly  null  and  void _ 

is  further  mutually  covenanted  and  agreed  that  the  said  part^of  the  first  part,  ik^Jicirs  or  assigns,  shall,  until  payment 
Of  the  whole  principal  and  interest  aforesaid,  heep  the  buildings  on  the  above  described  premises  insured  to  ^  fair  insurable  value 
against  loss  by  fire,  in  companies  to  be  approved  by  the  parties  of  the  second  part,  and  assign  the  policies  of  insurance  therefor  to 
the  satd  parties  of  the  second  part,  their  successors,  legal  representatives  or  assigns,  as  collateral  security  for  the  payment  of  said 
moneys,  with  power  to  apply  all  payments  on  Said  policies,  at  their  option,  to  the  repair  or  rebuilding  of  the  premise!  infixed  by  fire, 
or  to  the  principal  or  interest  moneys  secured  by  said  bond;  and  in  default  of  such  insurance  and  assignment  of  policy,  said  parties 


“  f''“ h  ** **■»*-<  - **  -  .w«, 

h  . /■„„,«  _ 

—  *  «a  «,-</  *  *. *  /-«  — < « J *  i-.  «*  „„  w  ^  tei 

w  .  w,a.  (.  in  -a  ~m*  „„  ,w,  b  ^  ()ra/,  lU  u 


shut!.  be  lawful  for  daid  parties  of  the 


with  all  lawful  costs  and  interest, 


*“  **  u  *  - “a #—» — 4  r— ><  <w  ,«  w  J 

|  ¥ tke  said  Pities  of  the  second  part  so  elect,  become  and  be  due  and  payable  forthwith.  _ _ 

3ftt  ^H8Etttt0$g  tofygtgpf.  the  said  parl^-of  the  first  part  ha  VUicxeunto  IS# -J  ,, 


cScntcb  aim  Bclitocb  in  tftc  ffmfcntc  of 


-MaaiaEk—. M..T..Tnnfl  7,  ipa^.  //sf'.V 


Thomas  A.  Edison,  Esq., 
hear  Sir:-- 


Youv  letter  of  the  7th  inst.  is  received. 
l"hen  I  handed  Mr. Randolph  the  Mutual  Lifa  check  for  $20,000,  it 
was  with  the  express  understanding  .hat  the  two  judgments  to  which 
T  called  his  attention  and  of  which  I  handed  him  ■statements  should- 
he  immediately  cancelled  of  record,  or  Hi  at. I  should  have  some  " 
evidence  that  these  judgments  were  not  against  you.  It  is  no  more 
then  proper,  therefore,  that  until  these  judgments  are  cancelled, 
that  T  should  hold  the  former  mortgage  to  the  Company  until  this 
has  been  done. 

T  trust  this  explanation  will  be  satisfactory  to  you. 


W»(M4L 


A 


'/'  fiK  /3.  /<SJ  3 


A 


■*.<  %  -f^c  , 

$3.  V/X.  r, 


::  1  Air- 

i  P 


-C  <A.  3 

t?„  * 


ihhT/ry\- 


'  [bh'^rirsl 


WHEREAS  the  said  Letters  Patent  were  applied  for  by' and j 
issued  to  the  first  party  with  the  consent  of  the  second  party 
but  upon  ths  jrnder  standing  and  agreement  with  the  second  party 
that  upon  the  issuing  of  said  Letters  Patent  to  the  first 
party,  the  first  party  would  execute  and  deliver  to  the  second 
party  a  license  as  herein  contained. 

NOW,  THEREFORE,  in  consideration  of  the  premises  and  of 

One  Dollar  by  each  party  to  the  other  paid  the  receipt  of 

which  is  hereby  mutxiali'y "'acknowledge^  it  is  agreed  as -follows: 

:i  The  first  party  hereby  grants  to  the  second  party  and  to- 

£«  his  heirs,  '  a'dministratorsy-  executors*  and‘-assigns  -  the  sole- 
I  free  and  exclusive  license  and  right-  (without  compensation  or 

|  payment  to  the  first  party)  during  the  life  of  said  Letters 
j  Patent,  and  of  all  the  issues,  renewals  and  extensions  thereof 
j  to  manufacture,  use  and  sell  in  said  country, namely,  in  Russia 
the  invention  and  improvements  in  said  Letters  Patent  describe 
so  far  only  as  they  may  be  used  in  or  in  connection  with  dolls 


toys,  toy-figures  and  clocks. 


And  it  is  expressly  understood  and  agreed  that  no  righ|fc 
or  authority  is  hereby  granted  to  manufacture,  use  or  sell  ; 
said  invention  or  improvements  for  any  purpose  other  than  | 
those  above  specified,  and  the  second  party  hereby  agrees  that 
he  will  not  manufacture,  use  or  sell  the  said  invention  or  I 
improvements  nor  authorize  anyone  else  to  manufacture,  use  or 
sell  the  said  invention  or  improvements  for  any  purpose  other 
than  those  above  specified. 

IN  YfITNBSS  WNEREOE  the  first  party  has  caused  its  i 

corporal  seal  to  be  hereto  affixed  and  those  presents  to  be 
signod  by  ?.ts  president  and  attested  by  its  Secretary,  and  the 
second  party  has  hereto  set  his  hand  and  seal  the  day  and  year 
first  above  written,  in  duplicate. 

f  EDISON  UNITED  PHONOGRAPH  COMPANY.  j. 


;  c4r 

Secretary. 

JLnvuvo  CUVivC 

State  of  New  York.  : 

County  of  New  York.  : 

Otf  this  21 st  day  of  July,  1893,  Thomas  Cochran,  to  r 
known,  came  before  me,  who,  being  by  me  sworn,  did  say  that  l 
resides  in  the  City  of  Philadelphia,  State  of  Pennsylvania, 
and  is  President  of  the  Edison  United  Phonograph  Company;  that 
the  seal  affixed  to  the  foregoing  instrument  is  the  corporate 
seal  of  said  corporation,  and  was  hereto  affixed  by  the  order 
of  the  board  of  directors  of  said  Company,  and  that  he  signid 
the  same  as  president  of  the  board  of  directors  of  e 
Company,  by  virtue  of  a  like  order  of  said  board  of  direcorki 


o 


WHEREAS  I,  ARTHUR  E.  KENNELLY,  of  Orange,  in  the 
Essex  and  State  of  New  Jersey,  have  invented  a  ce] 


r  and  useful  improvement  : 


i  Electrical  Indio at orB, 


I  which  is  fully  set  forth  and  described  in  the  specification 
prepared  and  executed  by  me  the^^s>c^“<t^  day  of 
1893,  preparatory  to  making  application  for  Letters  Patent 
of  the  United  States  therefor;  and 

WHEREAS,  THOMAS  A.  EDISON,  of  Llewellyn  Park,  in 
the  County  of  Essex  and  State  of  New  Jersey,  is  desirous  of 
acquiring  said  Invention  and  the  Letters  Patent  to  be  obtain¬ 
ed  therefor; 

NOW,  THEREFORE,  BE  IT  KNOWN  that  for  and  in  consid¬ 
eration  of  the  sum  of  One  Dollar  to  me  in  hand  paid  by  the 
Baid  Thomas  A.  Edison,  I  ,  the  said  Arthur  E.  Kennelly,  have 
sold,  assigned  and  transferred,  and  by  these  presents  do  sell, 
assign  and  transfer  unto  the  said  Thomas  A.  Edison,  his  heirs 
and  assigns, the  entire  right,  title  and  interest  in  and  to  the 
said  improvement  in  Electrical  Indicators  as  set  forth  in  the 
specification  above  referred  to,  and  the  entire  right,  title 
and  interest  in  and  to  any  Letters  Patent  of  the  United  States 
that  may  be  granted  therefor;  and  I  hereby  authorize  and  re¬ 
quest  the  Commissioner  of  Patents  to  issue  such  Letters  Patent 
to  the  said  Thomas  A'.  Edison,  his  heirs  and  assigns,  as  my 


IN  WITNESS  WHEREOF  I  have  hereunto  set  my  hand  and 
seal  this  ■  -  day  of  (5  cJcAh^  1893. 

IN  THE  PRESENCE  OF  :  ft)  1  AMI 

^ - - - ^  ■  " 


CERTIFIED  COPY 


.  Pro  o  lamat is. n...„t!y. .. the . governor. 

In  Re, the  Edison  Phonograph 
Company. 


I 


Whereas  on  the  thirty  first  day  of  October  Eighteen 
hundred  and  ninety  three  under  "An  act  to  repeal  the  charters 
"of  all  corporations  that  have  heretofore  failed  to  pay  State 
"taxes  imposed  on  them  by  law"approved  March  26th  1891,1  did 
issue  my  proclamation  of  that  date  that  the  charters  of  cer¬ 
tain  corporations  reported  by  the  controller  as  in  default 
in  the  payment  of  taxes  imposed  on  them  by  law, were  repealed 
and  declared  null  and  void. 

And  whereas  it  is  established  to  my  satisfaction  that 
the  Edison  Phonograph  Company, one  of  the  corporations  named 
in  said  proclamation  has  not  refused  or  neglected  to  pay  said 
tax  within  two  consecutive  years, and  was  inadvertently  re¬ 
ported  to  the  Governor  as  aforesaid  a3  refusing  and  neglecting 
to  pay  the  same  as  aforesaid, whereas  its  lability  to  the  sup¬ 
posed  tax  reported  was  and  still  is  in  litigation  in  the 
Supreme  Court  and  Court  of  Errors  and  Appeals  of  this  state 
to  which  said  tax  has  been  removed  by  writs  of  certiorari  & 
of  error. 

Now  therefore  in  pursuance  of  the  second  section  of  an 
act  of  this  State  approved  March  13th  A. D. 1893  being  Chapter 
C XXXVI II  of  the  laws  of  that  year  entitled  "A  Supplement  to  an 
"act  entitled  "An  act  to  amend  an  act  concerning  corporations" 
"approved  April  seventh, one  thousand  eight  hundred  and  seven¬ 
ty-five, which  amendatory  act  was  approved  March  twentieth, 
"one  thousand  eight  hundred  and  ninety  one" 

I, George  T.Werts, Governor  of  the  State  of  New  Jersey, do 
hereby  correct  the  mistake  of  including  said  the  Edison  Pho¬ 
nograph  Company  and  of  naming  said  company  in  my  said  former 
.proclamation, and  do  make  the  same  known  by  this  my  proclama- 


tion  to  be  filed  in  the  office  of  the  Secretary  of  State. 

In  Witness  whereof  I  have  hereto  set  my  hand  and  caused 
the  great  seal  of  the  State  to  be  hereunto  affixed  at  Tren¬ 
ton  this  Twenty  Eighth  day  of  November  in  the  year  One  Thous¬ 
and  Eight  hundred  and  Ninety  three.- 

SEAL.  George  T.Werts. 

By  the  Governor  — 

Henry  0. Kelsey, 

Secretary  of  State. 


"Piled  November  28,1893 

Henry  C. Kelsey, 


Secretary  of  State. 


Department  ok  State. 


dt,  HENRY  C.  KELSEY,  -e&cu/dy  of  -ef/a/e  of  -ef/a/e  of 

fieldey,  (lb  hCfCllVJ^JJVtlf IJ,  &a/4fe  fieyo/ny.  4  a  4tt«  eo/iy  of . P.rO.olar . 

mation  by  the  Governor,  In  Re  the  Kdi son  Phonograph  Company  ,  --^and . 

the  Endorsement  thereon, .  . 


Id  /redfetz  fom  note/  co-m/iai  ce/  *i 


. . (  "Piled  November  28,1893")  ...  . «*««/  ozo**  zematottny 

„,y  cjfee. 


gtt  ^CStiinollU  'StJUXClXOf,  dia-ve  de-tectn/o  de/ 


■my^d/a-oz* 


■n/ooi,  &td . Twenty-eishth . </ay  of 

r 

. November. .  . 


retary  of  State, 


[ATTACHMENT] 


.  ADRIANCE  Bim 


Gentlemen: 


I  send  you  enclosed  herewith  a  certified  copy  of  the 
Proclamation  by  the  Governor  of  the  State  of  New  Jersey  in  the 
matter  of  your  Company,  correcting  tin  error  made  in  his  former 
Proclamation  by  which  your  Charter  was  declared  null  and  void. 
Kindly  acknowledge  receipt  and  oblige. 

To 


The  Edison  Phonograph  Wo: 


T*" 

"'orks.. - 1\ 


[ATTACHMENT] 


July  17th,i8iK. 


[ATTACHMENT] 


Orange,  July  19,  1894. 


tjr.  Randolph: - 

Attached  papers,  it  seems  to  me,  should  go  on  your 
files,  as  they  relate  to  the  old  Phonograph  Co. 


a*  vm  m*  mr 


[REPORT  BY  SHERBURNE  B.  EATON,  CA.  1893-1898] 


HAS  THE  AMERICAN  GRAPHOPHONE  COMPANY  THE  RIGHT  TO  MANU¬ 
FACTURE  GRAPHOPHONES  IN  THE  UNITED  STATES  AND  TO  SHIP  '.THE  SAME 
ABROAD? 


On  January  6,  1886,  an  agreement  wm 
tween  A.  0.  Bell,  Sumner  Tainter;  an<3  C.  A>:„a 


ifitered. into  be- 


Li'  or  'one  hand: 

^••SsiWK  , 

and  Charles  J.  Bell  and  James  H.  Saville  pii,  the  other,  in -which 
the  organisation  of  the  Volta  Oraphophone,  Company  was  provided 
for,  such  concern  to  secure  by  assignment  .f^pm  the  parties  of 
the  first  part  the  inventions  in  graphophones  mad'S?*^’  them, 
both  in  the  United  States  and  in  foreign  coun’tt^es . 

On  March  28,  1887,  an  agreement  (executed  June  22, 

1887)  was  entered  into  between  Clephane,  White  nnd  Devine  on 
one  hand,  and  the  Volta  Company  on  the  other,  in  which  the 
parties  of  the  first  part  agreed  to  organize  the  American 
Craphophone  Company,  a  portion  of  the  stock  of  which  was  to  be 
turned  over  to  the  Vol ta . Company,  together. with  a  cash  payment; 
and  said  American  Company  agreed  to  pay  all  expenses  of  taking 


out  United  States  and  Canadian  patents.  An  express  provision 
of  the  contract  is  as  follows: 

"10.  It  is  further  agreed  that  nothing  herein  contain¬ 
ed  shall  be  held  or  construed  to  confer  upon  said  American 
Company  the  right  to  export,  or  manufacture  or  sell  for 
export,  any  of  the  inventions,  machines  or  appliances  at 
any  time  controlled  by  the  said  Volta  Company,  .but  said 
right  to  export,  or  manufacture  or  sell  for  export ,  is 
hereby  expressly  reserved  to  said  Volta  Company  I" 

The  Volta  Company  in  said  agreement^'also  covenanted  to  grant 
to  the  American  Company  the  fa. 

"sole  and  exclusive  license  to  make,  sell,  rent -and. use 
the  present  graphojihone  inventions  owned  by  the  Volta  Com¬ 
pany  throughout  the  United  States  and  Canada." 

In  pursuance  of  this  contract,  the  American  Graphophone  Com¬ 
pany  was  formed,  and  on  June  29,  1887,  a  license  was  granted 
it  by  the  Volta  Company.  The  grant  in  said  license  is  in  the 
following  words: 


i 


"The  soli  and  exclusive  right  to  make,  sell,  use,  and 
rent  to  others  to  use,  any  and  all  inventions  vfhich  are 
now  or  v/hich  may  hereafter  be  owned,  acquired  or  control¬ 
led  by  the  said  The  Volta  Graphophone  Company,  its  succes¬ 
sors  or  assigns,  pertaining  to  the  phonograph  or  grapho- 
phone  ns  described  in  the  foregoing  agreements,  unto  the 
full  end  of  the  term  for  which  said  Letters  Patent  have 
been  or  may  be  granted  thereon,  throughout  the  United 
States  of  America"  x  x  v.  x 

The  grant  in  the  license  agreement  last  mentioned  is  capable 
of  two  constructions:  first,  that  it  extinguishes  the  right 
which  the  Volta  Company  reserved  in  the  contract  of  March  28, 
1887  (executed  June  22,  1887)  to  manufacture  in  this  country 
machines  for  sale  abroad;  and  second,  that  the  right  reserved 
by  the  Vo^ta  Company  was  not  extinguished,  since  the  license 
is  presumptively  that  provided  for  in  the  contract  of  March 
28,  1887,  and  in  which  this  reservation  was  expressly  set  forth. 

The  writer  inclines  to  the  latter  construction,  and 
will  assume  herein  that  after  the  license  of  June  29,  1887, 
the  Volta  Company  retained  the  right  to  manufacture  for  export. 

On  May  24,  1889,  an  agreement  was  entered  into  between 
the  Volta  Graphophone  Company  and  Thomas  Cochran  of  Philadel¬ 
phia,  in  v/hich  all  Letters  Patent,  both  United  States  and 
foreign,  then  owned  by  the  Volta  Company  are  specified  and  all 
of  the  latter  assigned  to  Cochran.  The  assignment  contains 
the  limitation  to 

"all  countries  of  the  world,  excepting  only  the  United 
States  of  America  and  the  Dominion  and  Provinces  of  Canada, 
v/hich  countries  are  expressly  excepted  from  this  assignment 
and  conveyance,  and  subject  also  to  the  agreement  hereto¬ 
fore  made  between  said  Volta  Graphophone  Company  and  Austin 
Herr  for  the  countries  of  China  and  Japan." 

The  Volta  Company  also  assigns  to  Cochran  all  its  interest  un¬ 
der  the  contract  of  January  6,  1886,  above  referred  to, 

"excepting  only  so  much  and  such  parts  of  said  assignment 
and  agreement  as  cover  or  relate  to  the  United  States  of 
America  and  the  Dominion  and  Provinces  of  Canada." 

Various  other  provisions  are  made  which  are  immaterial  to  the 

present  investigation. 

This  paper  apparently  vested  in  Cochran  the  exclusive 


title 


o  to  all  the  foreign  graphophone  patents,  and  no  right  to 

I  manufacture  in  this  country  or  elsewhere  was  reserved  by  the 
Volta  Company.  In  the  view  of  the  writer,  such  a  right,  how¬ 
ever,  is  part  of  the  estate  which,  by  its  reservation  in  the 
contract  of  March  28,  1887,  the  Volta  Company  had  carved  out 
of  the  United  States  patents,  and  after  the  assignment  of  the 
foreign  patents  to  Cochran,  it  still  retained  such  right. 

On  August  30,  1889,  Cochran,  in  consideration  of 
$5,000,000,  assigned  all  his  right,  title  and  interest  under 
the  contract  of  May  24,  1889,  to  the  International  Graphophone 
Company. 

On  October  31,  1889,  an  agreement  was  entered  into  be¬ 
tween  the  Volta  Company  and  Cochran,  in  which  the  previous 
agreement  of  May  24,  1889,  was  referred  to,  and  in  which  it 
was  recited  that  said  Cochran 

"is  desirous  or  may  hereafter  become  desirous  of  making 
and  manufacturing  within  the  United  States  of  America  for 
the  purposes  of  export  only,  the  whole  or  certain  parts  of 
the  said  machines  and  instruments  known  as  the  graphophone 
or  phonograph." 

The  Volta  Company  grants  this  right  in  the  following  words: 

"V.  The  party  of  the  first  part  does  hereby  grant  to 
the  said  Thomas  Cochran,  his  heirs,  executors,  administra¬ 
tors,  assigns  and  legal  representatives,  the  full  and  free 
right  and  liberty  to  make  (but  not  to  use  or  vend,  except 
for  export  or  as  herein  expressly  provided)  within  the 
United  States,  all  or  any  part  or  parts  of  the  machines  or 
instruments  known  as  the  graphophone  and  phonograph,  its 
attachments  and  appurtenances,  so  far  as  the  said  Volta 
Graphophone  Company  may  have  the  right  to  grant  such  right. 
The  right  to  export  herein  granted  does  not  include  the 
right  to  export  to  Canada." 

The  following  provision  of  the  contract  provides  that  nothing 
contained  therein  shall  he  understood  as  conflicting  with  the 
rights  of  the  American  Graphophone  Company  as  contained  in  the 
contract  of  March  28,  1887  (dated  June  22,  1887)  and  the  li¬ 
cense  of  June  29,  1887.  But 

"the  said  Volta  Graphophone  Company  hereby  covenants  that 
it  has  not  heretofore  made  any  conveyance  or  disposal  of 
the  right  reserved  to  it  in  and  by  said  contract  to  manu¬ 
facture  graphophones  in  the  United  States  for  export." 


-3- 


I  Cochran  Is  given  the  right  to  sell  to  the  American  Graphophone 
Company  or  its  assigns,  gr&phophones  or  phonographs  made  by  hin 
under  the  contract  within  the  United  States,  and  Cochran  cove¬ 
nants  that  he  will  not  exceed  this  authority.  Various  other 
provisions  are  made  as  to  statements  of  account,  the  marketing 
of  machines,  etc. 

On  December  14,  1889,  Cochran,  in  consideration  of  one 
dollar,  assigned  to  the  International  Graphophone  Company  all 
his  right,  title  and  interest  in  the  foregoing  contract. 

In  the  view  of  the  writer,  the  situation  at  this  time 
was  substantially  as  follows:  The  International  Graphophone 
Company  was  possessed  of  the  full  and  entire  title  to  all  Let¬ 
ters  Patent  covering  the  graphophone  in  countries  other  than 
the  United  States  and  Canada.  It  further  had  the  right,  under 
the  contract  and  assignment  last  referred  to,  to  manufacture 
graphophones  within  the  United  States  and  to  sell  them  to  the 
American  Graphophone  Company  or  to  ship  them  abroad  for  sale 
to  others.  But  this  right  given  to  Cochran  by  the  Volta  Com¬ 
pany  was  not,  so  far  as  the  contract  itself  shows,  an  exclusive 
right,  and  the  Volta  Company  therefore  retained  the  right  re¬ 
served  in  the  contract  of  March  28,  1887,  excepting  only  the 
non-exclusive  right  given  to  Cochran. 

On  January  24,  1893,  the  Volta  Company  assigned  to  the 
American  Graphophone  Company  a  certain  patent  estate  as  follows: 
Patents  341,213,  341,214,  341,287,  341,288,  374,133,  375,579, 
380,535,  385,886  and  385,887  are  set  up,  and  i t  is  recited  that 
the  American  Graphophone  Company  "desires  to  acquire  the  entire 
interest  in  the  said  inventions  and  patents",  and  that  the  Volti 
Company  has  agreed  to  sell  and  assign  the  said  inventions  and 
patents  in  accordance  with  a  resolution  of  its  Board  of  Direc¬ 
tors.  It  is  further  recited  that  the  Volta  Company,  in  con¬ 
sideration  of  §1400, 


has  scad,  assigned  and  transferred,  and  by  these  presents 
does  sell,  assign  and  transfer,  to  the  said  American  Gra- 
phophone  Company  and  its  assigns,  each  and  every  of  the 
said  inventions  and  improvements,  and  any  and  ali  the  Let¬ 
ters  Patent  therefor  aforesaid,  and  the  rights  and  privi¬ 
leges  thereby  granted,  together  with  all  reissues,  exten¬ 
sions  and  renewals  of  the  said  patents  or  either  of  them, 
to  be  held  and  enjoyed  by  the  said  American  Graphophone 
Company  for  its  own  use  and  benefit,  and  for  the  use  and 
benefit  of  its  successors  and  assigns,  to  the  full  end  of 
the  terms  for  which  said  Letters  Patent  are  or  may¬ 
be  granted,  as  fully  and  entirely  as  the  same  would  have  i 
been  held  and  enjoyed  by  the  said  Volta  Graphophone  Compand 
haa  this  assignment  and  sale  not  been  made.” 

If  therefore,  as  the  writer  has  assumed,  the  Volta  Com¬ 
pany  retained,  after  its  license  of  October  31,  1889,  to  Coch- 
,  the  right  to  manufacture  in  the  United  States  for  sale  to 
the  American  Graphophone  Company  or  to  others  abroad,  it  ap¬ 
pears  that  this  right  was  passed  to  the  American  Graphophone 
Company  by  the  assignment  last  mentioned,  and  that  that  com¬ 
pany  has  the  right  to  manufacture  in  the  United  States  for 
shipment  abroad.  This  right  can  only  be  enjoined  by  an  actiorj 
against  a  vendee  of  the  American  Graphophone  Company  located 
abroad,  such  action  to  be  brought  under  the  patent  covering 
that  territory  assigned  by  the  Volta  Company  to  Cochran  and 


now  owned  by  Cochran's  assignee,  Edison  United  Phonograph 
Company. 


i 


HAS  EDI  SOM  PHOTOGRAPH  WORKS  THE  RIGHT  TO  MANUFACTURE 
GRAMOPHONES  AMD  PHONOGRAPHS  IN  THE  UNITED  STATES  AND  TO  SHIP 
THE  SAME  ABROAD? 

It  has  appeared  heretofore  that  the  estate  conveyed  to 
Cochran  by  the  Volta  Company  under  the  agreement  of  May  24, 
1S89,  and  the  license  of  October  31,  1889,  was  vested  in  the 
International  Graphophone  Company.  On  March  11,  1890,  the 
Internati onal  Graphophone  Company  entered  into  an  agreement 
with  Edison  United  Phonograph  Company,  under  which  the  Inter¬ 
national  Company,  in  consideration  of  the  transfer  of  stock  of 
the  Edison  United,  assigns  to  the  latter  all  its  rights  under 
the  assignment  and  license  from  the  Volta  Company  to  Cochran. 

A  number  of  prior  agreements  are  annexed  to  this  writing,  and 
the  title  conveyed  is  stated  to  be  subject  to  them.  Provisior 
is  made  for  the  grant  to  the  Edison  Phonograph  Works  of  a  right 
to  manufacture,  and  a  copy  of  the  license  is  annexed.  The  in¬ 

tention  of  the  paper  is  expressed  as  being  that  all  persons  in 
whatever  foreign  country  they  may  be  should  procure 

"from  the  second  party  (Edison  United  Phonograph  Company) 
or  from  its  licensed  manufacturer,  to  wit,  the  Edison  Fho- 
nograiBi  Works,  x  x  x  x  all  phonographs,  grapho- 
phones  or  other  speaking  machines"  etc. 

Under  the  paper  last  mentioned,  the  Works  was  licensed  under 
the  graphophone  patents.  Before  referring  in  detail  to  the 
license  paper,  it  should  be  noted  that  by  agreement  dated  Mareh 
11,  1890,  between  T.  A.  Edison  and  the  Edison^Phonograph  Com¬ 
pany,  the  latter  became  possessed  of  the  entire  right  of  the 
former  in  and  to 

"all  the  said  existing  Letters  Patent"  (No.  200,521  of 
February  19,  1878,  is  the  only  one  specifically  described) 
"and  existing  applications  for  Letters  Patent,  and  in  all 
extensions  of  the  same  hereafter  granted,  together  with  all 
Letters  Patent  and  extensions  thereof  to  which  the  second 
party  may  he  entitled  under  the  third  and  fourth  sections 
of  this  agreement,  in  each  and  every  country  of  the  entire 
world  save  and  except  the  United  States  of  America  and  the 
Dominion  of  Canada." 

A  list  of  Letters  Patent,  applications,  etc.  covered  by  the 


-6- 


grant  in  this  writing  is  annexed,  as  is  also  a  "complete  list 
of  existing  or  prior  agreements",  subject  to  which  the  grant 
in  the  writing  of  March  11,  1890,  is  made.  The  Edison  United 
Company  further  covenanted  that  it  would  grant  a 

"sole  and  exclusive  right  to  manufacture  for  it  and  its 
licensees  and  assignees  under  all  the. Letters  Patent  or 
rights  which  it  now  owns  or  controls,  or  at  any  time  here¬ 
after  may  own  or  control." 

The  license  agreement  provided  for  by  the  agreement  just  re¬ 
ferred  to  was  executed  on  the  same  date  (March  11,  1890),  said 
license  setting  up  the  estate  of  the  Edison  United  Company  un¬ 
der  which  the  license  was  granted  as  that  arising  out  of  the 
two  agreements  of  the  same  date  (March  11,  1890)  between  the 
International  Graphophone  Company  and  the  Edison  United,  and 
between  Edison  and  the  Edison  United.  The  Edison  Works  is 
granted  the 

"sole  and  exclusive  right  in  all  parts  of  the  world  includ¬ 
ing  the  United  States  and  the  Dominion  of  Canada  and  all 
other  countries", 

to  manufacture  for  the  Edison  United  Phonograph  Company,  its 
assigns  etc.,  but  for  no  one  else,  phonographs,  graphophones 
etc.  The  Works  covenants  that  it  will  not  manufacture  any  of 
the  machines  for  anyone  except  the  Edison  United  or  its  assigns, 
and  that  with  certain  exceptions  it  will  not  manufacture  any  ma¬ 
chines  for  sale  or  use  in  any  part  of  the  world  except  the 
United  States  and  the  Dominion  of  Canada.  The  license  agree¬ 
ment  contains  various  other  provisions  as  to  supply,  account 
books,  packing,  assumption  of  contract  liabilities  etc.  which 
are  not  pertinent  to  the  present  enquiry. 

Under  the  license  agreement  last  referred  to,  the  Edi¬ 
son  Works  has  a  right  to  manufacture  in  this  country  for  sale 
to  the  Edison  United  Company,  phonographs  and  graphophones  to 
be  sold  abroad.  This  is  not  an  exclusive  license,  since  the 
license  transferred  to  Cochran,  and  by  him  to  the  International 
Company,  and  by  it  to  the  Edison  United,  was  not  exclusive,  anc 


-7- 


although  the  license  to  the  Edison  Works  is  defined  in  the  li¬ 
cense  agreement  as  an  exclusive  license,  the  Edison  United  Com¬ 
pany  as  the  assignee  of  Cochran's  rights  could  obviously  assign 
no  greater  estate  than  it  possessed. 


HARRY  F.  MILLER  FILE 


1894 


I  WHEREAS ,  I,  ARTHUR  E.  KENNEL LY  of  Orange,  in  the 

County  of  Essex  and  State  of  Hew  Jersey,  have  invented  a 
certain  new  and  useful  improvement  in  Electrical  Indicators, 

•  for  which  I  have' made  application  for  Letters  Patent  of  the 
United  States,  which  application  was  filed  on  October  26th, 
1892,  and  is  numbered  450,063,  and 

WHEREAS,  THOMAS  A,  EDISON,,  of  Llewellyn  Park,  in 
the  County  of  Essex  and  State  of  New  Jersey  is  desirous  of 
acquiring  said  invention  and  the  Letters  Patent  to  be  ob¬ 
tained  therefor, 

|  NOW,  THEREFORE,  Be  it  known  that  for  and  in  consid¬ 

eration  of  the  sum  of  one  dollar,  to  me  in  hand  paid,  the 
reoeipt  of  which  is  hereby  acknowledged,  I,  the  said  ARTHUR  E. 
KENNEL LY ,  have  sold,  assigned  and  transferred  and  by  these 
presents  do  sell,,  assign  and  transfer  unto  the  said  THOMAS  A. 
EDISON,  his  heirs  and  assigns,  my  entire  ri$it,  title  and  in¬ 
terest  in  and  to  the  aforesaid  application  for  Letters  Patent 
and  the  invention  described  therein  and  my  entire , right 
title  and  interest  in  and  to  any  Letters  Patent  of  the  United 
States  that  may  be  granted  therefor,  and  I  hereby  authorize 
and  request  the  Commissioner  of  Patents  to  issue  such  letters 
patent  to  the  said  THOMAS  A.  EDISON,  his  heirs  and  assigtjs  as 
my  assignee. 


IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand  and 
seal  this  2.8^  day  of  Te/tavuoujl894. 


Marcft  6,  1894. 


Thomas  A.  Edison  Esq., 

West  Orange,  N.  J. 

Dear  Mr.  Edison: - 

I  went  over  to  New  York  today  and  investigated  the  ac¬ 
counts  of  the  United.  Of  course  I  only  wanted  general  results  for 
the  first  investigation.  They  are  plain  enough.  Besides  the 
$75,000.  which  the  Company  borrowed  of  its  stockholders  for  working 
capital,  they  have  borrowed  $2,500.  from  Moriarty,  $7,500.  from  the 
Seligmans  and  a  further  overdraft  fron  the  Seligmans  of  $9,665. 

As  I  recollect,  they  have  about  $1,700.  in  bank,  and  a  nett  inter¬ 
est  of  about  $75000.  par  value  in  the  English  Company.  As  you 
know,  they  owe  the  Works  about  $6,000.  more, ; and  Col.  Gouraud 
thinks  they  owe  him  a  considerable  sum  on  commission  account. 
Outside  of  that,  they  appear  to  have  very  little  property,  except 
the  patents.  The  nett  result  of  this .seems ;to  be  that  in  the 

three  or  four  years  they  have  spent  $75,000. (received  frcm  patents 
tHfC  V9  ZOOtto. 

and  $75,000,  more  received  from  stockholders  ,^and  have  nothing  t$ 
show  for  it  except  their  $75,000.  of  English  stock.  I  think  our 
case  against  them  is  enormously  strengthened  if  we  are  forced  to  a 
fight.  I  tried  to  see  Mr.  Beaman,  but  he  was  engaged  in  Court,  so 
that  I  could  not  do  so.  In  my  judgment  these  gentlemen  are  some¬ 
what  scared,  and .have  good  reason  to  be.  I (hope  to  obtain  our 
further  adjournment  tomorrow,  and  if  so  will  get  into  negotiation 


wit-h  Beaman.  If  not,  we  have  the  good  materials  for  a  fight,  and 
a  winning  one. 

Please  consider  me  at  your  call  at  any  moment,  and  be¬ 
lieve  me. 


Yours  sincerely, 


OCT  1 4 

! 

•'  w 


AGREEMENT  made  this  19th  day  of  March  1894,  by  and 
between  the  Edison  Ore  Milling  Company, Limited,  a  corporation 
organized  tinder  the  Laws  of  the  State  of  New  York  of  the  first 
part,  and  the  New  Jersey  &  Pennsylvania  0 one ent rating  Works, 
a  corporation  organized  tinder  the  laws  of  the  State  of  New  Jersey 
of  the  second  part: 

WHEREAS, the  parties  hereto  entered  into  a  oertain  Agreement 
dated  the  18th  day  of  November  1889  whereby  the  party  of  the  first 
part  licensed  the  party  of  tho  second  part  to  use  within  the 
States  of  New  Jersey  &  Pennsylvania  the  improvements  and  inven¬ 
tions  for  separating  iron  ores,  owvered  by  certain  patents,  and 
controlled  by  said  party  of  the  first,  part,  which  patents  are  more 
particularly  mentioned  in  a  former  agreement  to  which  reference  4s 
hereby  made,  and  for  any  future  improvements  or  patents  which 
said  party  of  the  first  part  may  own  or  control  in  the  future;  arid, 

WHEREAS,  in  consideration  of  such  allowance  the  party  of  the 
seoond  part  agreed  to  pay  oertain  royalties  to  the  party  of  the 
first  part,  nanely  15  cents  per  ton  railway  weight  on  each  and 
every  ton  of  ooncentrate  separated  by  the  seoond  party,  the  amount 
of  such  royalty  fir  the  year  ending  December  1st.  1890  to  be  paid 
by  the  seoond  party  being  agreed  upon  at  the  oertain  guaranteed 
sum  of  at  least  , $2,000;  and,  an  increased  amount  each  year 
thereafter,  until  1894  when  the  amount  should  remain  at  $10,000 
for  each. year  thereafter;  AND, 

WHEREAS,  the  party  of  the  second  part  has  been  delsyed  for 
various  reasons  in  "completing 'it's  projosed  wo*k,  the  said  parties 
entered  into  a  Supplementary  Agreement, dated  the  feist  day  of 
December  1890  by  which  and  in  consideration  of  the  p;arty  of  the 
first  part  extending  the  time  by  which  the  party  of  the  seoond 
part  could  oonmenoe  work,  the  party  of  the  second  part  agreed  to 


inorease  their  royalty  on  eaoh  and  every  ton  of  iron  ore, railway 
weight, separated  by  them,  to  twenty  five  (25o.)  cents  pe?r  ton, 
which  price  up  to  the  present  date  has  been  paid. 

WHEREAS,  the  party  of  the  second  part  has  been  delayed 
for  various  reasons  in  completing  its  proposed  Works,  and,  owing 
to  a  decline  in  the  price  of  iron  ore,  the  party  of  the  second 
part  desires  to  obtain  from  the  party  of  the  first  part  a  reduc¬ 
tion  of  the  amount  of  royalty  to  be  paid  the  party  of  the  first 
part  to  fifteen  (15o.)  cents  par  ton  on  eaoh  and  every  ton  of 
concentrate  which  shall  be  separated  as  aforesaid,  either  by  the 
party  of  the  second  part  or  its  sub-licensees;  and  the  party  of 
the  second  part  considers  that  as  they  have  invested  large  sums 
of  money  in  their  plant  in  New  Jersey,  that  such  plant  should  be 
guarantee  enough  to  party  of  the  first  part  that  they  will  contin¬ 
ue  wo  iking,  and  therefore  wishes  th&t  all  guaranteed  minimum  royal 
ties  now  due  and  to  become  due, paid  by  them,  strioken  out  of  the 
contraot . 

NOW,  THEREFORE,  THIS  Agreement ,  WITNESSETH  : 

THAT,  in  consideration  of  the  premises,  and  in  further 
consideration  of  the  sum  of  one  dollar  in  hand  paid  by  eaoh  of  the 
parties  hereto  to  the  other,  it  is  agreed  as  follows  : 
vs  The  said  Supplementary  Agreement  of  December  31st. 1890  is 
hereby  amended  in  the  following  respects,  namely,  that  the  amount 
of  royalty  therein  provided  for  be  changed  from  twenty  five  (25c.) 
cents  per  ton  to  fifteen  (15o.)  cents  for  concentrates  separated; 
and  the  agreement  of  Nov. 18th  1889  is  hereby  amended  in  the  follow 
ing  respect,-  that  all  minimum  royalty  now  due  or  to  become  due 
bo  strioken  out  of  the  contraot.  It  being  hereby  understood  and 
agreed  that  in  all  other  respects  save  and  except  as  above  provi¬ 
ded  for,  the  said  agreement  of  November  18th  1889,  aund  the 


Supplementary  Agreement  of  Deo.  31st. 1890  shall  be  thorough  and 
binding  upon  the  parties  hereto. 


In  witness  whereof  the  parties  hereto  have  caused  their 
corporate  names  and  seals  to  be  hereto  affixed  by  their  proper 
officers,  thereunto  duly  authorized. 


Done  at  the  City  of  New  Yorik  State  of  New  York,  on  the 
day  and  year  first  above  named. 


NSW  JERSEY  &  PENNA.  CONCENT 'G. WORKS . 


[ENCLOSURE] 


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'fvJi  2)  emcit,-  $A,ub"  $  urdUL,  a,Mh  -/Uwu  mertZeij  LouCjd  .  /^/f/h _ 


*  $ .  Newark,  N.  J 

. .  ,-Bif *:.£■’..  2  promisc 

to  pay  to  the  <SCmjj(CmttOm[  Bailh,  ot  .be  eitg  of  mywnrh,  or  order,  at  the  Banking  House 

of  said  . . 

’■7/7’  interact  .it  tins  Tutu  „f, . -J™.  edffirmn  annum-,  for  valde  received,  having  deposited 

(withpiid  Bunk  as  caUateral  security. . OLyfc^m*C?,. . ./?... . . £**2L<!?2 


with  mid  Bank  as  collateral  seen 


*JL.U.. . 


£  . /.  JX.. 


Uhwh . ^ . hereby  authorize  said  Bank  or  Us  President  or  Cashier  to  sell  without  notice  at  the 

Board  of  Brokers  or  at  public  or  private  sale  at  the  option,  of  said  Bank  or  its  President  or  Cashier 
in  case  of  the  non-payment  of  this  promise,  applying  the  net  proceeds  to  the  payment  of  this  Hole, 

including  interest,  and  accounting  toy^eS^ . /o,.  1hc  mrplus  if  auy.  In  oase  „f  Deficiency 

- . . Vromise  to  pay  to  said  Bank  the  amount  thereof  forthwith  after  such  sale  with  Legal 

interest ;  and  it  is  hereby  agreed  and  understood  that  if  recourse  is  had  to  the  collaterals,  any 
excess  of  collaterals  upon  this  jYote  shall  be  applicable  to  any  other  Hole /r~Llaim  held  by  said. 
Bank  against. and  in  ease  of  any  exchange  of  or  addition  to  thl  eJuf/^l//^22mcdti 
the  provisions  of  this  Hate  shall  extend  to  such  new  or  additional  collaMl/JC2T/7(}p 


To 

The  North  American  Phonograph  Company. 

Gentlemen: 

I  hereby  demand  payment  of  the  sum  of 
Sixty-six  hundred  Dollars  interest  on  the  Bonds  of  your  Company 
which  became  due  and  payable  on  the  first  day  of  May  last  past. 

The  bearer,  W.  E,  Gilmore,  is  hereby  authorized  to 
receive  payment  of  said  interest  for  me. 

Yours  sincerely, 

Thomas  A.  Edison. 


Orange,  June  18th.  1894. 


[TELEPHONE  MESSAGE,  WILLIAM  E.  GILMORE  TO  TAE?] 


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